What changed in this filing

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Item 1A. Risk Factors

2026-07-14 compared with 2025-07-11 · 3175 added, 3328 removed, 137 unchanged (98% of the section changed)

As a smaller reporting company,

we are not required to include risk factors in this Annual Report.

However, below is a partial list of material risks, uncertainties and

other factors that could have a material effect on the Company and its operations:

a smaller reporting company, we are not required to include risk factors in this Annual Report.

However, below is a partial list of material

risks, uncertainties and other factors that could have a material effect on the Company and its operations.

An investment in our securities

6 unchanged sentences

and you could lose all or part of your investment.

General Risks to Investing in a SPAC entity

and Completing a Business Combination

We have no operating history and no revenues,

and you have no basis on which to evaluate our ability to achieve our business objective.

We were incorporated in 2024

under the laws of the Cayman Islands and did not commence operations until completing our IPO.

Because we lack an operating history, you

have no basis upon which to evaluate our ability to achieve our business objective of completing our initial business combination with

one or more target businesses.

We currently have no arrangements or understandings with any prospective target business concerning a business

combination and may be unable to complete our initial business combination.

If we fail to complete our initial business combination, we

will never generate any operating revenues.

As the number of special purpose acquisition

companies evaluating targets increases, attractive targets may become scarcer and there may be more competition for attractive targets.

This could increase the cost of our initial business combination and could even result in our inability to find a target or to consummate

an initial business combination .

In recent years, the number

of special purpose acquisition companies that have been formed has increased substantially.

Many potential targets for special purpose

acquisition companies have already entered into an initial business combination, and there are still many special purpose acquisition

companies seeking targets for their initial business combination, as well as many such companies currently in registration.

at times, fewer attractive targets may be available, and it may require more time, more effort and more resources to identify a suitable

target and to consummate an initial business combination.

In addition, because there

are more special purpose acquisition companies seeking to enter into an initial business combination with available targets, the competition

for available targets with attractive fundamentals or business models may increase, which could cause target companies to demand improved

financial terms.

Attractive deals could also

become scarcer for other reasons, such as economic or industry sector downturns, geopolitical tensions, or increases in the cost of additional

capital needed to close business combinations or operate targets post-business combination.

This could increase the cost of, delay or

otherwise complicate or frustrate our ability to find and consummate an initial business combination and may result in our inability to

consummate an initial business combination on terms favorable to our investors altogether.

We may seek acquisition opportunities with

an early stage company, a financially unstable business or an entity lacking an established record of revenue or earnings.

To the extent we complete

our initial business combination with an early-stage company, a financially unstable business or an entity lacking an established record

of sales or earnings, we may be affected by numerous risks inherent in the operations of the business with which we combine.

include investing in a business without a proven business model and with limited historical financial data, volatile revenues or earnings,

intense competition and difficulties in obtaining and retaining key personnel.

Although our directors and officers will endeavor to evaluate

the risks inherent in a particular target business, we may not be able to properly ascertain or assess all of the significant risk factors

and we may not have adequate time to complete due diligence.

Furthermore, some of these risks may be outside of our control and leave

us with no ability to control or reduce the chances that those risks will adversely impact a target business.

We may attempt to complete our initial business

combination with a private company about which little information is available, which may result in a business combination with a company

that is not as profitable as we suspected, if at all.

In pursuing our acquisition

strategy, we may seek to effectuate our initial business combination with a privately held company.

Very little public information generally

exists about private companies, and we could be required to make our decision on whether to pursue a potential initial business combination

on the basis of limited information, which may result in a business combination with a company that is not as profitable as we suspected,

The fact that our sponsor has substantial

ties with a non-U.S.

Risks to Investing in a SPAC entity and Completing a Business Combination

have no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective.

were incorporated in 2024 under the laws of the Cayman Islands and did not commence operations until completing our IPO.

Because we lack

an operating history, you have no basis upon which to evaluate our ability to achieve our business objective of completing our initial

business combination with one or more target businesses.

We currently have no arrangements or understandings with any prospective target

business concerning a business combination and may be unable to complete our initial business combination.

If we fail to complete our

initial business combination, we will never generate any operating revenues.

the number of special purpose acquisition companies evaluating targets increases, attractive targets may become scarcer and there may

be more competition for attractive targets.

This could increase the cost of our initial business combination and could even result in

our inability to find a target or to consummate an initial business combination .

recent years, the number of special purpose acquisition companies that have been formed has increased substantially.

Many potential targets

for special purpose acquisition companies have already entered into an initial business combination, and there are still many special

purpose acquisition companies seeking targets for their initial business combination, as well as many such companies currently in registration.

As a result, at times, fewer attractive targets may be available, and it may require more time, more effort and more resources to identify

a suitable target and to consummate an initial business combination.

In addition, because there are more special purpose acquisition

companies seeking to enter into an initial business combination with available targets, the competition for available targets with attractive

fundamentals or business models may increase, which could cause target companies to demand improved financial terms.

deals could also become scarcer for other reasons, such as economic or industry sector downturns, geopolitical tensions, or increases

in the cost of additional capital needed to close business combinations or operate targets post-business combination.

This could increase

the cost of, delay or otherwise complicate or frustrate our ability to find and consummate an initial business combination and may result

in our inability to consummate an initial business combination on terms favorable to our investors altogether.

may seek acquisition opportunities with an early-stage company, a financially unstable business or an entity lacking an established record

of revenue or earnings.

the extent we complete our initial business combination with an early-stage company, a financially unstable business or an entity lacking

an established record of sales or earnings, we may be affected by numerous risks inherent in the operations of the business with which

These risks include investing in a business without a proven business model and with limited historical financial data, volatile

revenues or earnings, intense competition and difficulties in obtaining and retaining key personnel.

Although our directors and officers

will endeavor to evaluate the risks inherent in a particular target business, we may not be able to properly ascertain or assess all

of the significant risk factors and we may not have adequate time to complete due diligence.

Furthermore, some of these risks may be

outside of our control and leave us with no ability to control or reduce the chances that those risks will adversely impact a target

may attempt to complete our initial business combination with a private company about which little information is available, which may

result in a business combination with a company that is not as profitable as we suspected, if at all.

pursuing our acquisition strategy, we may seek to effectuate our initial business combination with a privately held company.

public information generally exists about private companies, and we could be required to make our decision on whether to pursue a potential

initial business combination on the basis of limited information, which may result in a business combination with a company that is not

as profitable as we suspected, if at all.

fact that our sponsor has substantial ties with a non-U.S.

person could impact our ability to complete our initial business combination.

We may not be able to complete

an initial business combination with a U.S.

target company since such initial business combination may be subject to U.S.

foreign investment

regulations and review by a U.S.

government agency such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately

Our sponsor, UY Scuti Investments

Limited, a British Virgin Islands company, is controlled by Mr.

Guojian Zhang, a non-US person.

Our sponsor currently owns approximately

21.92% of our outstanding shares following our initial public offering.

Certain federally licensed businesses in the United States, such

as broadcasters and airlines, may be subject to rules or regulations that limit foreign ownership.

In addition, CFIUS is an interagency

committee authorized to review certain transactions involving foreign investment in the United States by foreign persons in order to determine

the effect of such transactions on the national security of the United States.

Because we may be considered a “foreign person”

under such rules and regulations, any proposed business combination between us and a U.S.

business engaged in a regulated industry or

which may affect national security, we could be subject to such foreign ownership restrictions and/or CFIUS review.

The scope of CFIUS

review was expanded by the Foreign Investment Risk Review Modernization Act of 2018 (“FIRRMA”) to include certain non-passive,

non-controlling investments in sensitive U.S.

may not be able to complete an initial business combination with a U.S.

target company since such initial business combination may be

subject to U.S.

foreign investment regulations and review by a U.S.

government agency such as the Committee on Foreign Investment in

the United States (CFIUS), or ultimately prohibited.

sponsor, UY Scuti Investments Limited, a British Virgin Islands company, is controlled by a non-US person.

Our sponsor currently owns

approximately 27% of our outstanding shares.

Certain federally licensed businesses in the United States, such as broadcasters and airlines,

may be subject to rules or regulations that limit foreign ownership.

In addition, CFIUS is an interagency committee authorized to review

certain transactions involving foreign investment in the United States by foreign persons in order to determine the effect of such transactions

on the national security of the United States.

Because we may be considered a “foreign person” under such rules and regulations,

any proposed business combination between us and a U.S.

business engaged in a regulated industry or which may affect national security,

we could be subject to such foreign ownership restrictions and/or CFIUS review.

The scope of CFIUS review was expanded by the Foreign

Investment Risk Review Modernization Act of 2018 (“FIRRMA”) to include certain non-passive, non-controlling investments in

sensitive U.S.

businesses and certain acquisitions of real estate even with no underlying U.S.

FIRRMA, and subsequent implementing regulations that are now in force, also subject certain categories of investments to mandatory filings.

If our initial business combination with any potential target company falls within the scope of foreign ownership restrictions, we may

be unable to consummate a business combination with such business.

In addition, if our business combination falls within CFIUS’s

jurisdiction, we may be required to make a mandatory filing or determine to submit a voluntary notice to CFIUS, or to proceed with the

initial business combination without notifying CFIUS and risk CFIUS intervention, before or after closing the initial business combination.

CFIUS may decide to block or delay our initial business combination, impose conditions to mitigate national security concerns with respect

to such initial business combination or order us to divest all or a portion of a U.S.

business of the combined company if we had proceeded

without first obtaining CFIUS clearance.

Moreover, the process of

government review, whether by CFIUS or otherwise, could be lengthy.

Because we have only a limited time to complete its initial business

combination (12 months, or up to 18 months, if we extend the time to complete a business combination), our failure to obtain any required

approvals within the requisite time period may require us to liquidate.

If we liquidate, our public shareholders may only receive the

cash held in the trust account, and rights will expire worthless.

This will also cause you to lose any potential investment opportunity

in a target company and the chance of realizing future gains on your investment through any price appreciation in the combined company.

A majority of our executive officers and

directors being located in or having significant ties to China may subject us to further risks.

Jialuan Ma, our Chief Executive

Officer and Director, holds Chinese citizenship and resides in China;

Shaokang Lu, our Chief Financial Officer, holds Chinese citizenship

and resides in China;

Jiawen Zhao, our Chief Investment Officer and Director, holds Chinese citizenship and resides in China;

Lee, our Independent Director, holds Hong Kong citizenship and resides in China;

Daniel John Paul Peart, our Independent Director, holds

UK citizenship and resides in the UK;

FIRRMA, and subsequent implementing

regulations that are now in force, also subject certain categories of investments to mandatory filings.

If our initial business combination

with any potential target company falls within the scope of foreign ownership restrictions, we may be unable to consummate a business

combination with such business.

In addition, if our business combination falls within CFIUS’s jurisdiction, we may be required

to make a mandatory filing or determine to submit a voluntary notice to CFIUS, or to proceed with the initial business combination without

notifying CFIUS and risk CFIUS intervention, before or after closing the initial business combination.

CFIUS may decide to block or delay

our initial business combination, impose conditions to mitigate national security concerns with respect to such initial business combination

or order us to divest all or a portion of a U.S.

business of the combined company if we had proceeded without first obtaining CFIUS clearance.

the process of government review, whether by CFIUS or otherwise, could be lengthy.

Because we have only a limited time to complete its

initial business combination (up to 24 months from the closing of our IPO if we extend the time to complete a business combination),

our failure to obtain any required approvals within the requisite time period may require us to liquidate.

If we liquidate, our public

shareholders may only receive the cash held in the trust account, and rights will expire worthless.

This will also cause you to lose

any potential investment opportunity in a target company and the chance of realizing future gains on your investment through any price

appreciation in the combined company.

majority of our executive officers and directors being located in or having significant ties to China may subject us to further risks.

Ma, our Chief Executive Officer and Director, holds Chinese citizenship and resides in China;

Jiawen Zhao, our Chief Financial Officer,

Chief Investment Officer and Director, holds Chinese citizenship and resides in China;

Sze Wai Lee, our Independent Director, holds Hong

Kong citizenship and resides in China;

Daniel John Paul Peart, our Independent Director, holds UK citizenship and resides in the UK;

and Yan Liang, our Independent Director, holds Chinese citizenship and resides in China.

a majority of our executive officers have significant ties to China and/or are located in China, if we are mistaken about the application

of certain laws or regulations in China, or if the current interpretation by China should change, we and our investors may be subject

to the following risks:

the relevant PRC governmental authorities, including the CSRC, may not reach the same conclusion as us about the application of current PRC laws and regulations, or that the CSRC or any other PRC governmental authorities would not promulgate new rules or new interpretations of current rules which would require us to obtain CSRC or other PRC governmental approvals for a securities offering and if the CSRC or another PRC governmental authority subsequently determines that its approval is needed for an offering, we may face approval delays, adverse actions or sanctions by the CSRC or other PRC governmental authorities;

uncertainties in the interpretation and enforcement of PRC laws and regulations and changes in policies, rules, and regulations in China, which may be quick with little advance notice, could limit the legal protection available to our shareholders and us;

any actions by the Chinese government, including any regulatory or other action or decision to intervene or influence our operations or to exert control over any offering of securities conducted overseas and/or foreign investment in China-based issuers, may result in a material change to our operations, affect the liquidity of our securities by limiting or completely preventing us from offering or continue to offer securities to investors, and may cause the value of such securities to significantly decline or be worthless.

Our independent registered public accounting

firm’s report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a “going

As of March 31, 2025, we had

$17,221 in cash and cash equivalents, a working capital deficit of $138,268 and shareholders’ deficit of $163,268.

For the fiscal

year ended March 31, 2025, we had a net loss of $156,520 and negative cash flow of $203,779 in operating activities.

Further, we expect

to incur significant costs in pursuit of our financing and acquisition plans.

Management’s plans to address this need for capital

are discussed in the section of this Annual Report titled “Management’s Discussion and Analysis of Financial Condition and

Results of Operations.” Our plans to raise capital and to consummate our initial business combination may not be successful.

factors, among others, raise substantial doubt about our ability to continue as a going concern.

The financial statements contained elsewhere

in this Annual Report do not include any adjustments that might result from our inability to continue as a going concern.

Our public shareholders may not be afforded

an opportunity to vote on our proposed business combination, which means we may complete our initial business combination even though

a majority of our public shareholders do not support such a combination.

We may not hold a shareholder

vote to approve our initial business combination unless the business combination would require shareholder approval under applicable Cayman

Islands law, the Amended and Restated Memorandum and Articles of Association, or the rules of the NASDAQ, or if we decide to hold a shareholder

vote for business or other reasons.

Examples of transactions that would not ordinarily require shareholder approval include asset acquisitions

and share purchases, while transactions such as direct mergers with our company or transactions where we issue more than 20% of our outstanding

shares would require shareholder approval.

For instance, the NASDAQ rules currently allow us to engage in a tender offer in lieu of a

shareholder meeting but would still require us to obtain shareholder approval if we were seeking to issue more than 20% of our outstanding

shares to a target business as consideration in any business combination.

Therefore, if we were structuring a business combination that

required us to issue more than 20% of our outstanding shares, we would seek shareholder approval of such business combination.

as required by law or NASDAQ rules, the decision as to whether we will seek shareholder approval of a proposed business combination or

will allow shareholders to sell their shares to us in a tender offer will be made by us, solely in our discretion, and will be based on

a variety of factors, such as the timing of the transaction and whether the terms of the transaction would otherwise require us to seek

shareholder approval.

Accordingly, we may consummate our initial business combination even if holders of a majority of the issued and

outstanding ordinary shares do not approve of the business combination we consummate.

If we seek shareholder approval of our initial

business combination, our sponsor, officers and directors have agreed to vote in favor of such initial business combination, regardless

of how our public shareholders vote.

Unlike other blank check

companies in which the initial shareholders agree to vote their founder shares in accordance with the majority of the votes cast by the

public shareholders in connection with an initial business combination, our sponsor, officers and directors have agreed (and their permitted

transferees will agree), pursuant to the terms of a letter agreement entered into with us, to vote any founder shares and private placement

shares held by them, as well as any public shares purchased during or after our initial public offering, in favor of our initial business

Our sponsor currently owns approximately 21.92% of our issued and outstanding ordinary shares and we expect it to maintain

that percentage interest at the time of any such shareholder vote.

As a result, in addition to our initial shareholder’s founder

shares and the Representative Shares, we would need only 1,920,827, or approximately 33.4%, of the 5,750,000 public shares sold in our

IPO to be voted in favor of a transaction (assuming all outstanding shares are eligible to vote and are voted) in order to have our initial

business combination approved.

Accordingly, if we seek shareholder approval of our initial business combination, it is more likely that

the necessary shareholder approval will be received than would be the case if such persons agreed to vote their founder shares in accordance

with the majority of the votes cast by our public shareholders.

Further, assuming that only the holders of a simple majority of our issued

and outstanding ordinary shares vote their shares at a general meeting of the company, representing a quorum under our amended and restated

memorandum and articles of association, we will only need 6,240 public shares sold in our IPO to be voted in favor of a transaction in

addition to our initial shares and Representative Shares to be voted in favor of an initial business combination in order to approve

an initial business combination.

Our initial shareholders may exert a substantial influence on

actions requiring a shareholder vote, potentially in a manner that you do not support.

As of the date of this Annual

Report, our initial shareholders own shares representing approximately 22% of our issued and outstanding ordinary shares.

they may exert a substantial influence on actions requiring a shareholder vote, potentially in a manner that you do not support, including

amendments to our amended and restated memorandum and articles of association and approval of major corporate transactions.

If our initial

shareholders purchase any additional ordinary shares in the aftermarket or in privately negotiated transactions, this would increase their

In addition, we may not hold an annual general meeting to elect new directors prior to the completion of our initial business

combination, in which case all of the current directors, who were elected by our initial shareholders, will continue in office until at

least the completion of the initial business combination.

Our sponsor has the right to extend the

term we have to consummate our initial business combination, without providing our shareholders with redemption rights.

We have until 12 months from

the closing of our IPO to consummate our initial business combination.

However, if we anticipate that we may not be able to consummate

our initial business combination within 12 months, we may, by resolution of our board of directors if requested by our sponsor, extend

the period of time to consummate a business combination up to two (2) times, each by an additional three months (for a total of up to

18 months to complete a business combination), subject to the deposit of additional funds into the trust account by our sponsor or its

affiliates or designees.

Our shareholders will not be entitled to vote or redeem their shares in connection with any such extension.

order for the time available for us to consummate our initial business combination to be extended, our sponsors, or its affiliates or

designees, must deposit into the trust account $575,000 (approximately $0.10 per public share) per three-month extension, up to an aggregate

of $1,150,000, or $0.20 per public share (for the up to six months’ extension period), on or prior to the date of the applicable

deadline, for each extension.

Any such payments would be

made in the form of a non-interest-bearing loan from our sponsor or its affiliates or designees and would be repaid, if at all, from funds

released to us upon completion of our initial business combination.

The obligation to repay any such loans may reduce the amount available

to us to pay as purchase price in our initial business combination, and/or may reduce the amount of funds available to the combined company

following the initial business combination.

This feature is different than the traditional special purpose acquisition company structure,

in which any extension of the company’s period to complete a business combination requires a vote of the company’s shareholders

and shareholders have the right to redeem their public shares in connection with such vote, and which do not provide the sponsor with

the right to loan funds to the company to fund extension payments.

Your only opportunity to affect the investment

decision regarding a potential business combination will be limited to the exercise of your right to redeem your shares from us for cash,

unless we seek shareholder approval of the business combination.

At the time of your investment

in us, you will not be provided with an opportunity to evaluate the specific merits or risks of one or more target businesses.

Board of Directors may complete a business combination without seeking shareholder approval, public shareholders may not have the right

or opportunity to vote on the business combination, unless we seek such shareholder approval.

Accordingly, if we do not seek shareholder

approval, your only opportunity to affect the investment decision regarding a potential business combination may be limited to exercising

your redemption rights within the period of time (which will be at least 20 business days) set forth in our tender offer documents mailed

to our public shareholders in which we describe our initial business combination.

The ability of our public shareholders to

redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it

difficult for us to enter into a business combination with a target.

We may seek to enter into

a business combination transaction agreement with a prospective target that requires as a closing condition that we have a minimum net

worth or a certain amount of cash.

If too many public shareholders exercise their redemption rights, we would not be able to meet such

closing condition and, as a result, would not be able to proceed with the business combination.

Furthermore, in no event will we redeem

our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 upon consummation of our initial business

Similarly, in no event will we redeem our public shares in an amount that would cause our net tangible asset or cash requirement

to be lower than any net tangible asset or cash requirement which may be contained in the agreement relating to our initial business combination.

Consequently, if accepting all properly submitted redemption requests would cause our net tangible assets or cash requirement to be less

than the amount necessary to satisfy a closing condition as described above, we would not proceed with such redemption and the related

business combination and may instead search for an alternate business combination.

Prospective targets will be aware of these risks and,

thus, may be reluctant to enter into a business combination transaction with us.

Because a majority of our executive officers

have significant ties to China and/or are located in China, if we are mistaken about the application of certain laws or regulations in

China, or if the current interpretation by China should change, we and our investors may be subject to the following risks:

relevant PRC governmental authorities, including the CSRC, may not reach the same conclusion as us about the application of current

PRC laws and regulations, or that the CSRC or any other PRC governmental authorities would not promulgate new rules or new interpretations

of current rules which would require us to obtain CSRC or other PRC governmental approvals for a securities offering and if the CSRC

or another PRC governmental authority subsequently determines that its approval is needed for an offering, we may face approval delays,

adverse actions or sanctions by the CSRC or other PRC governmental authorities;

uncertainties

in the interpretation and enforcement of PRC laws and regulations and changes in policies, rules, and regulations in China, which

may be quick with little advance notice, could limit the legal protection available to our shareholders and us;

actions by the Chinese government, including any regulatory or other action or decision to intervene or influence our operations

or to exert control over any offering of securities conducted overseas and/or foreign investment in China-based issuers, may result

in a material change to our operations, affect the liquidity of our securities by limiting or completely preventing us from offering

or continue to offer securities to investors, and may cause the value of such securities to significantly decline or be worthless.

independent registered public accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about

our ability to continue as a “going concern.”

As of March 31, 2026, we

had $8,846 in cash and cash equivalents, a working capital deficit of $1,052,099 and shareholders’ deficit of $1,036,501.

fiscal year ended March 31, 2026, we had an accumulated deficit of $2,027,528 and negative cash flow from operating activities of $843,315.

Further, we expect to incur significant costs in pursuit of our financing and acquisition plans.

Management’s plans to address this

need for capital are discussed in the section of this Annual Report titled “Management’s Discussion and Analysis of Financial

Condition and Results of Operations.” Our plans to raise capital and to consummate our initial business combination may not be successful.

These factors, among others, raise substantial doubt about our ability to continue as a going concern.

The financial statements contained

elsewhere in this Annual Report do not include any adjustments that might result from our inability to continue as a going concern.

public shareholders may not be afforded an opportunity to vote on our proposed business combination, which means we may complete our

initial business combination even though a majority of our public shareholders do not support such a combination.

may not hold a shareholder vote to approve our initial business combination unless the business combination would require shareholder

approval under applicable Cayman Islands law, the Amended and Restated Memorandum and Articles of Association, or the rules of the NASDAQ,

or if we decide to hold a shareholder vote for business or other reasons.

Examples of transactions that would not ordinarily require

shareholder approval include asset acquisitions and share purchases, while transactions such as direct mergers with our company or transactions

where we issue more than 20% of our outstanding shares would require shareholder approval.

For instance, the NASDAQ rules currently allow

us to engage in a tender offer in lieu of a shareholder meeting but would still require us to obtain shareholder approval if we were

seeking to issue more than 20% of our outstanding shares to a target business as consideration in any business combination.

if we were structuring a business combination that required us to issue more than 20% of our outstanding shares, we would seek shareholder

approval of such business combination.

Except as required by law or NASDAQ rules, the decision as to whether we will seek shareholder

approval of a proposed business combination or will allow shareholders to sell their shares to us in a tender offer will be made by us,

solely in our discretion, and will be based on a variety of factors, such as the timing of the transaction and whether the terms of the

transaction would otherwise require us to seek shareholder approval.

Accordingly, we may consummate our initial business combination

even if holders of a majority of the issued and outstanding ordinary shares do not approve of the business combination we consummate.

we seek shareholder approval of our initial business combination, our sponsor, officers and directors have agreed to vote in favor of

such initial business combination, regardless of how our public shareholders vote.

other blank check companies in which the initial shareholders agree to vote their founder shares in accordance with the majority of the

votes cast by the public shareholders in connection with an initial business combination, our sponsor, officers and directors have agreed

(and their permitted transferees will agree), pursuant to the terms of a letter agreement entered into with us, to vote any founder shares

and private placement shares held by them, as well as any public shares purchased during or after our initial public offering, in favor

of our initial business combination.

Our sponsor currently owns approximately 27.7% of our issued and outstanding ordinary shares and

we expect it to maintain that percentage interest at the time of any such shareholder vote.

As a result, in addition to our initial

shareholders’ founder shares and the Representative Shares, we would need only 702,183, or approximately 21.2%, of the 3,312,712

public shares currently outstanding that were sold in our IPO to be voted in favor of a transaction (assuming all outstanding shares

are eligible to vote and are voted) in order to have our initial business combination approved.

Accordingly, if we seek shareholder approval

of our initial business combination, it is more likely that the necessary shareholder approval will be received than would be the case

if such persons agreed to vote their founder shares in accordance with the majority of the votes cast by our public shareholders.

assuming that only the holders of a simple majority of our issued and outstanding ordinary shares vote their shares at a general meeting

of the company, representing a quorum under our amended and restated memorandum and articles of association, we would not need any of

the public shares sold in the IPO in addition to our founder shares and representative shares to be voted in favor of an initial business

combination in order to approve an initial business combination.

initial shareholders may exert a substantial influence on actions requiring a shareholder vote, potentially in a manner that you do not

of the date of this Annual Report, our initial shareholders own shares representing approximately 22% of our issued and outstanding ordinary

Accordingly, they may exert a substantial influence on actions requiring a shareholder vote, potentially in a manner that you

do not support, including amendments to our amended and restated memorandum and articles of association and approval of major corporate

transactions.

If our initial shareholders purchase any additional ordinary shares in the aftermarket or in privately negotiated transactions,

this would increase their control.

In addition, we may not hold an annual general meeting to elect new directors prior to the completion

of our initial business combination, in which case all of the current directors, who were elected by our initial shareholders, will continue

in office until at least the completion of the initial business combination.

sponsor has the right to extend the term we have to consummate our initial business combination, without providing our shareholders with

redemption rights.

We initially had until April

1, 2026, 12 months from the closing of its IPO to consummate an initial business combination.

Further, we had the ability to extend the

period of time to consummate a business combination up to two times, each by an additional three-months (for a total of up to 18 months

to complete a business combination).

On March 31, 2026, we held the Extraordinary General Meeting at which our shareholders approved the

Charter Amendment Proposal and Trust Amendment Proposal.

These proposals provide that we may extend the date by which it must complete

a business combination up to four times from April 1, 2026 to April 1, 2027, with each extension comprised of a three-month extension

period, subject to the Sponsor (or its designee) depositing $450,000 into the Trust Account for each extension period.

On March 31, 2026,

a designee of the Sponsor, loaned us $450,000, which sum was deposited into the Trust Account in order to extend the time that we have

to consummate a business combination for the first three-month extension period.

This loan is evidenced by the Extension Note, which is

non-interest bearing and payable upon the consummation of the initial business combination through the conversion of the principal amount

into units of our securities, with each unit consisting of one Ordinary Share and one right to receive one-fifth of one Ordinary Share.

Further, on June 30, 2026, we caused an additional amount of $450,000 to be deposited into the Trust Account in order to further extend

the time that we have to consummate our initial business combination to October 1, 2026.

The second extension payment was loaned to us

by Isdera HK Limited, an affiliate of Isdera Group.

If we do not complete a business combination, we will not repay such loan.

the letter agreement with UYSC’s initial shareholders contains a provision pursuant to which the Sponsor has agreed to waive its

right to be repaid for such loans out of the funds held in the trust account in the event that we do not complete a business combination.

The Sponsor and its affiliates or designees are not obligated to fund the trust account to extend the time to complete the initial business

Our shareholders will not be able to vote on or redeem their shares in connection with any such extension.

Our rights will

expire worthless as a result of our failure to consummate an initial business combination during the Prescribed Time Frame.

only opportunity to affect the investment decision regarding a potential business combination will be limited to the exercise of your

right to redeem your shares from us for cash, unless we seek shareholder approval of the business combination.

the time of your investment in us, you will not be provided with an opportunity to evaluate the specific merits or risks of one or more

target businesses.

Since our Board of Directors may complete a business combination without seeking shareholder approval, public shareholders

may not have the right or opportunity to vote on the business combination, unless we seek such shareholder approval.

Accordingly, if

we do not seek shareholder approval, your only opportunity to affect the investment decision regarding a potential business combination

may be limited to exercising your redemption rights within the period of time (which will be at least 20 business days) set forth in

our tender offer documents mailed to our public shareholders in which we describe our initial business combination.

ability of our public shareholders to redeem their shares for cash may make our financial condition unattractive to potential business

combination targets, which may make it difficult for us to enter into a business combination with a target.

may seek to enter into a business combination transaction agreement with a prospective target that requires as a closing condition that

we have a minimum net worth or a certain amount of cash.

If too many public shareholders exercise their redemption rights, we would not

be able to meet such closing condition and, as a result, would not be able to proceed with the business combination.

Furthermore, in

no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 upon consummation

of our initial business combination.

Similarly, in no event will we redeem our public shares in an amount that would cause our net tangible

asset or cash requirement to be lower than any net tangible asset or cash requirement which may be contained in the agreement relating

to our initial business combination.

Consequently, if accepting all properly submitted redemption requests would cause our net tangible

assets or cash requirement to be less than the amount necessary to satisfy a closing condition as described above, we would not proceed

with such redemption and the related business combination and may instead search for an alternate business combination.

Prospective targets

will be aware of these risks and, thus, may be reluctant to enter into a business combination transaction with us.

ability of our public shareholders to exercise redemption rights with respect to a large number of our shares could increase the probability

1 unchanged sentence

or optimize our capital structure.

At the time we enter into an agreement for our initial business combination,

we will not know how many shareholders may exercise their redemption rights, and therefore we will need to structure the transaction based

on our expectations as to the number of shares that will be submitted for redemption.

If our initial business combination agreement requires

us to use a portion of the cash in the trust account to pay the purchase price, or requires us to have a minimum amount of cash at closing,

we will need to reserve a portion of the cash in the trust account to meet such requirements, or arrange for third party financing.

such circumstances, the probability that our initial business combination would be unsuccessful is increased.

In addition, if a larger

number of shares are submitted for redemption than we initially expected, we may need to restructure the transaction to reserve a greater

portion of the cash in the trust account or arrange for third party financing.

Raising additional third-party financing may involve dilutive

equity issuances or the incurrence of indebtedness at higher than desirable levels.

The above considerations may limit our ability to

complete the most desirable business combination available to us or optimize our capital structure.

If our initial business combination

is unsuccessful, you would not receive your pro rata portion of the trust account until we liquidate the trust account.

If you are in

need of immediate liquidity, you could attempt to sell your shares in the open market;

however, at such time our shares may trade at a

discount to the pro rata amount per share in the trust account.

In either situation, you may suffer a material loss on your investment

or lose the benefit of funds expected in connection with our redemption until we liquidate or you are able to sell your shares in the

The requirement that we complete our initial

business combination within the prescribed time frame may give potential target businesses leverage over us in negotiating a business

combination and may decrease our ability to conduct due diligence on potential business combination targets as we approach our liquidation

deadline, which could undermine our ability to complete our initial business combination on terms that would produce value for our shareholders.

Any potential target business

with which we enter into negotiations concerning a business combination will be aware that we must complete our initial business combination

within 12 months from the closing of our IPO (or up to 18 months from the closing of our IPO if we extend the period of time to consummate

a business combination).

Consequently, such target business may obtain leverage over us in negotiating a business combination, knowing

that if we do not complete our initial business combination with that particular target business, we may be unable to complete our initial

business combination with any target business.

This risk will increase as we get closer to the timeframe described above.

we may have limited time to conduct due diligence and may enter into our initial business combination on terms that we would have rejected

upon a more comprehensive investigation.

We may not be able to complete our initial

business combination within the prescribed time frame, in which case we would cease all operations except for the purpose of winding up

and we would redeem our public shares and liquidate, in which case our public shareholders may only receive $10.00 per share, or less

than such amount in certain circumstances, and our rights will expire worthless.

Our amended and restated

memorandum and articles of association provides that we must complete our initial business combination within 12 months from the closing

of our IPO (or up to 18 months from the closing of our IPO if we extend the period of time to consummate a business combination).

not be able to find a suitable target business and complete our initial business combination within such time period.

If we have not completed

our initial business combination within such time period, we will:

(i) cease all operations except for the purpose of winding up, (ii)

as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable

in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of income

taxes payable, and less up to $100,000 of interest to pay dissolution expenses) divided by the number of then issued and outstanding public

shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive

further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption,

subject to the approval of our remaining shareholders and our Board of Directors, liquidate and dissolve, subject in each case to our

obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

In such case, our

public shareholders may only receive $10.00 per share, and our rights will expire worthless.

the time we enter into an agreement for our initial business combination, we will not know how many shareholders may exercise their redemption

rights, and therefore we will need to structure the transaction based on our expectations as to the number of shares that will be submitted

for redemption.

If our initial business combination agreement requires us to use a portion of the cash in the trust account to pay the

purchase price, or requires us to have a minimum amount of cash at closing, we will need to reserve a portion of the cash in the trust

account to meet such requirements, or arrange for third party financing.

In such circumstances, the probability that our initial business

combination would be unsuccessful is increased.

In addition, if a larger number of shares are submitted for redemption than we initially

expected, we may need to restructure the transaction to reserve a greater portion of the cash in the trust account or arrange for third

party financing.

Raising additional third-party financing may involve dilutive equity issuances or the incurrence of indebtedness at

higher than desirable levels.

The above considerations may limit our ability to complete the most desirable business combination available

to us or optimize our capital structure.

If our initial business combination is unsuccessful, you would not receive your pro rata

portion of the trust account until we liquidate the trust account.

If you are in need of immediate liquidity, you could attempt to sell

your shares in the open market;

however, at such time our shares may trade at a discount to the pro rata amount per share in the trust

In either situation, you may suffer a material loss on your investment or lose the benefit of funds expected in connection with

our redemption until we liquidate or you are able to sell your shares in the open market.

requirement that we complete our initial business combination within the Prescribed Time Frame may give potential target businesses leverage

over us in negotiating a business combination and may decrease our ability to conduct due diligence on potential business combination

targets as we approach our liquidation deadline, which could undermine our ability to complete our initial business combination on terms

that would produce value for our shareholders.

potential target business with which we enter into negotiations concerning a business combination will be aware that we must complete

our initial business combination within the Prescribed Time Frame.

Consequently, such target business may obtain leverage over us in

negotiating a business combination, knowing that if we do not complete our initial business combination with that particular target business,

we may be unable to complete our initial business combination with any target business.

This risk will increase as we get closer to the

timeframe described above.

In addition, we may have limited time to conduct due diligence and may enter into our initial business combination

on terms that we would have rejected upon a more comprehensive investigation.

may not be able to complete our initial business combination within the Prescribed Time Frame, in which case we would cease all operations

except for the purpose of winding up and we would redeem our public shares and liquidate, in which case our public shareholders may only

receive $10.00 per share, or less than such amount in certain circumstances, and our rights will expire worthless.

amended and restated memorandum and articles of association provides that we must complete our initial business combination within 12

months from the closing of our IPO (or up to 24 months from the closing of our IPO if we extend the period of time to consummate a business

combination).

We may not be able to find a suitable target business and complete our initial business combination within such time period.

If we have not completed our initial business combination within the Prescribed Time Frame, we will:

(i) cease all operations except

for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public

shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest,

divided by the number of then issued and outstanding public shares, which redemption will completely extinguish public shareholders’

rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii)

as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our Board of

Directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors

and the requirements of other applicable law.

In such case, our public shareholders may only receive $10.00 per share, and our rights

will expire worthless.

In certain circumstances, our public shareholders may receive less than $10.00 per share on the redemption of

their shares.

If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption

amount received by shareholders may be less than $10.00 per share (subject to increases in the event that our sponsor elects to extend

the period of time to consummate a business combination).

letter agreement with our sponsor, directors and officers may be amended without shareholder approval.

letter agreement with our sponsor, directors and officers contains provisions relating to transfer restrictions of our founder shares,

private placement units and restricted ordinary shares, indemnification of the trust account, waiver of redemption rights and participation

in liquidating distributions from the trust account.

The letter agreement may be amended without shareholder approval (although releasing

the parties from the restrictions not to transfer the founder shares will require the prior written consent of the underwriters).

we do not expect our board to approve any amendment to the letter agreement prior to our initial business combination, it may be possible

that our board, in exercising its business judgment and subject to its fiduciary duties, chooses to approve one or more amendments to

the letter agreement.

Any such amendments to the letter agreement would not require approval from our shareholders and may have an adverse

effect on the value of an investment in our securities.

may approve an amendment or waiver of the letter agreement that would allow our sponsor to directly, or members of our sponsor to indirectly,

transfer founder shares and private placement units in a transaction in which the sponsor removes itself as our sponsor before identifying

a business combination, which may deprive us of key personnel.

there is no current intention to do so, and the members of our management team and sponsor have not done so with any previously formed

SPACs, we may approve an amendment or waiver of the letter agreement that would allow the sponsor to directly, or members of our sponsor

to indirectly, transfer founder shares and private placement units in a transaction in which the sponsor removes itself as our sponsor

before identifying a business combination.

As a result, there is a risk that our sponsor and our officers and directors may divest their

ownership or economic interests in us or in our sponsor, which would likely result in our loss of certain key personnel.

no assurance that any replacement sponsor or key personnel will successfully identify a business combination target for us, or, even

if one is so identified, successfully complete such business combination.

sponsor may decide not to extend the term we have to consummate our initial business combination, in which case we would cease all operations

except for the purpose of winding up and we would redeem our public shares and liquidate, and the rights will be worthless.

We must consummate our initial

business combination within the Prescribed Time Frame, which provides us with a maximum of 24 months from the closing of our IPO to complete

such transaction, subject to the sponsor depositing additional funds into the trust account as described in this Annual Report.

for the time available for us to consummate our initial business combination to be extended, our sponsor or its affiliates or designees

must deposit $450,000 into the Trust Account for each extension period.

On March 31, 2026, a designee of the Sponsor, loaned us $450,000,

which sum was deposited into the Trust Account in order to extend the time that we have to consummate a business combination for the first

three-month extension period.

This loan is evidenced by the Extension Note, which is non-interest bearing and payable upon the consummation

of the initial business combination through the conversion of the principal amount into units of our securities, with each unit consisting

of one Ordinary Share and one right to receive one-fifth of one Ordinary Share.

Further, on June 30, 2026, we caused an additional amount

of $450,000 to be deposited into the Trust Account in order to further extend the time that we have to consummate our initial business

combination to October 1, 2026.

The second extension payment was loaned to us by Isdera HK Limited, an affiliate of Isdera Group.

do not complete a business combination, we will not repay such loan.

Our sponsor and its affiliates or designees are not obligated to

fund the trust account to extend the time for us to complete our initial business combination.

If we are unable to consummate our initial

business combination within the Prescribed Time Frame, we will, as promptly as reasonably possible but not more than ten business days

thereafter, redeem the public shares for a pro rata portion of the funds held in the trust account and as promptly as reasonably possible

following such redemption, subject to the approval of our remaining shareholders and our board of directors, dissolve and liquidate, subject

in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

In such event, the rights will be worthless.

we seek shareholder approval of our initial business combination, our sponsor, directors, officers, advisors and their affiliates may

elect to purchase shares from public shareholders, which may influence a vote on a proposed business combination and reduce the public

“float” of our ordinary shares.

we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business

combination pursuant to the tender offer rules, our sponsor, directors, officers, advisors or their affiliates may purchase shares in

privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination,

although they are under no obligation to do so.

The Securities Act registration statement or proxy statement filed for the business combination

transaction should disclose the possibility that our sponsor or its affiliates will purchase our securities outside the redemption process,

along with the purpose of such purchases.

Such a purchase may include a contractual acknowledgement that such shareholder, although still

the record holder of our shares is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights.

In the event that our sponsor, directors, officers, advisors or their affiliates purchase shares in privately negotiated transactions

from public shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to

revoke their prior elections to redeem their shares.

It is intended that, if Rule 10b-18 would apply to purchases by sponsor, initial

shareholders, directors, officers, advisors and their affiliates, then such purchases will comply with Rule 10b-18 under the Exchange

Act, to the extent it applies, which provides a safe harbor for purchases made under certain conditions, including with respect to timing,

pricing and volume of purchases.

Additionally,

at any time at or prior to our initial business combination, subject to applicable securities laws (including with respect to

material nonpublic information), our sponsor, initial shareholders, directors, officers, advisors and their affiliates may enter

into transactions with investors and others to provide them with incentives to acquire public shares, vote their public shares in

favor of our initial business combination or not redeem their public shares.

However, they have no current commitments, plans or

intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions.

funds in the trust account will be used to purchase public shares in such transactions.

The purpose of such purchases could be to

(i) increase the likelihood of closing the business combination or (ii) satisfy a closing condition in an agreement with a target

that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where

it appears that such requirement would otherwise not be met.

This may result in the completion of our initial business combination

that may not otherwise have been possible.

To the extent that any public shares are purchased such purchases will be in compliance

with all of the requirements set forth in Tender Offers and Schedules Compliance and Disclosure Interpretations Question 166.01

promulgated by the SEC, including that such public shares will not be voted.

such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers

are subject to such reporting requirements.

Additionally, in the event our sponsor, initial shareholders, directors, officers, advisors

and their affiliates were to purchase public shares from public shareholders, such purchases would be structured in compliance with the

requirements of Rule 14e-5 under the Exchange Act including, in pertinent part, through adherence to the following:

registration statement/proxy statement filed for our business combination transaction would disclose the possibility that our sponsor,

initial shareholders, directors, officers, advisors and their affiliates may purchase public shares from public shareholders outside

the redemption process, along with the purpose of such purchases;

our sponsor, initial shareholders, directors, officers, advisors and their affiliates were to purchase public shares from public

shareholders, they would do so at a price no higher than the price offered through our redemption process;

registration statement/proxy statement filed for our business combination transaction would include a representation that any of

our securities purchased by our sponsor, initial shareholders, directors, officers, advisors and their affiliates would not be voted

in favor of approving the business combination transaction;

sponsor, initial shareholders, directors, officers, advisors and their affiliates would not possess any redemption rights with respect

to our securities or, if they do acquire and possess redemption rights, they would waive such rights;

would disclose in a Form 8-K, before our security holder meeting to approve the business combination transaction, the following

material items:

(i) the amount of our securities purchased outside of the redemption offer by our sponsor, initial shareholders,

directors, officers, advisors and their affiliates, along with the purchase price;

(ii) the purpose of the purchases by our sponsor,

initial shareholders, directors, officers, advisors and their affiliates;

(iii) the impact, if any, of the purchases by our sponsor,

initial shareholders, directors, officers, advisors and their affiliates on the likelihood that the business combination transaction

will be approved;

(iv) the identities of our security holders who sold to our sponsor, initial shareholders, directors, officers,

advisors and their affiliates (if not purchased on the open market) or the nature of our security holders (e.g., 5% security holders)

who sold to our sponsor, initial shareholders, directors, officers, advisors and their affiliates;

and (v) the number of our securities

for which we have received redemption requests pursuant to our redemption offer.

addition, if such purchases are made, the public “float” of our ordinary shares and the number of beneficial holders of our

securities may be reduced, possibly making it difficult to maintain or obtain the quotation, listing or trading of our securities on

a national securities exchange.

a shareholder fails to receive notice of our offer to redeem our public shares in connection with our initial business combination, or

fails to comply with the procedures for tendering its shares, such shares may not be redeemed.

will comply with the tender offer rules or proxy rules, as applicable, when conducting redemptions in connection with our initial business

Despite our compliance with these rules, if a shareholder fails to receive our tender offer or proxy materials, as applicable,

such shareholder may not become aware of the opportunity to redeem its shares.

In addition, the tender offer documents or proxy materials,

as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will describe

the various procedures that must be complied with in order to validly tender or redeem public shares.

In the event that a shareholder

fails to comply with these procedures, its shares may not be redeemed.

will not have any rights or interests in funds from the trust account, except under certain limited circumstances.

To liquidate your

investment, therefore, you may be forced to sell your public shares or rights, potentially at a loss.

public shareholders will be entitled to receive funds from the trust account only upon the earlier to occur of:

(i) the completion of

our initial business combination, (ii) the redemption of any public shares properly tendered in connection with a shareholder vote to

amend our amended and restated memorandum and articles of association to (A) modify the substance or timing of our obligation to redeem

100% of our public shares if we do not complete our initial business combination within 12 months from the closing of our IPO (or up

to 24 months from the closing of our IPO if we extend the period of time to consummate a business combination) or (B) with respect to

any other provision relating to shareholders’ rights or pre-business combination activity and (iii) the redemption of all of our

public shares if we are unable to complete our initial business combination within the Prescribed Time Frame, subject to applicable law

and as further described herein.

In no other circumstances will a public shareholder have any right or interest of any kind in the trust

Accordingly, to liquidate your investment, you may be forced to sell your public shares or rights, potentially at a loss.

may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities

and subject us to additional trading restrictions or reduce protections under NASDAQ rules available to them.

units have been approved for listing on NASDAQ.

Upon the date that our ordinary shares and rights began to trade separately, they were

separately listed on NASDAQ.

Although our securities are listed for trading on NASDAQ, we cannot assure you that our securities will

continue to be listed on NASDAQ in the future or prior to our initial business combination.

In order to continue listing our securities

on NASDAQ prior to our initial business combination, we must maintain certain financial, distribution and share price levels.

we must maintain a minimum amount in shareholders’ equity (generally $2,500,000) and a minimum number of holders of our securities

(generally 300 public holders).

Additionally, following closing of our initial business combination, we will be required to demonstrate

compliance with NASDAQ’s initial listing requirements on a post-closing basis, which are more rigorous than NASDAQ’s continued

listing requirements, in order to continue to maintain the listing of our securities on NASDAQ.

For instance, after closing, our share

price would generally be required to be at least $4.00 per share, our shareholders’ equity would generally be required to be at

least $5.0 million and we would be required to have a minimum of 300 round lot holders of our securities.

We cannot assure you that we

will be able to meet those initial listing requirements at that time.

NASDAQ delists our securities prior to closing of any business combination, we and our investors could be subject to the following adverse

consequences:

limited availability of market quotations for our securities;

liquidity for our securities;

determination that our ordinary shares is a “penny stock” which will require brokers trading in our ordinary shares to

adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our

lack of protection afforded under NASDAQ rules that requires any business combination have a fair market value of at least 80% of

the assets held in trust.

NASDAQ delists our securities from trading on its exchange following the closing of our business combination and we are not able to list

our securities on another national securities exchange, we expect our securities could be quoted on an over-the-counter market.

were to occur, we could face significant material adverse consequences, including:

limited availability of market quotations for our securities;

liquidity for our securities;

determination that our ordinary shares is a “penny stock” which will require brokers trading in our ordinary shares to

adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our

limited amount of news and analyst coverage;

decreased ability to issue additional securities or obtain additional financing in the future.

National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or pre-empts the states from regulating the

sale of certain securities, which are referred to as “covered securities.” Because our units have been approved to be, and

we expect that our ordinary shares and rights will be, listed on NASDAQ, our units, ordinary shares and rights will be covered securities.

Although the states are pre-empted from regulating the sale of our securities, the federal statute does allow the states to investigate

companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the

sale of covered securities in a particular case.

While we are not aware of a state having used these powers to prohibit or restrict the

sale of securities issued by blank check companies, other than the State of Idaho, certain state securities regulators view blank check

companies unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of securities of blank check companies

in their states.

Further, if we were no longer listed on NASDAQ, our securities would not be covered securities and we would be subject

to regulation in each state in which we offer our securities, including in connection with our initial business combination.

will not be entitled to protections normally afforded to investors of many other blank check companies.

the net proceeds of our IPO and the sale of the private placement units are intended to be used to complete an initial business combination

with a target business that has not been identified, we may be deemed to be a “blank check” company under the United States

securities laws.

However, because we will have net tangible assets in excess of $5,000,001 upon the successful completion of our IPO

and the sale of the private placement units and filed a Current Report on Form 8-K, including an audited balance sheet demonstrating

this fact, we are exempt from rules promulgated by the SEC to protect investors in blank check companies, such as Rule 419.

investors will not be afforded the benefits or protections of those rules.

Among other things, this means our units will be immediately

tradable and we may have a longer period of time to complete our initial business combination than do companies subject to Rule 419.

Moreover, if our initial public offering was subject to Rule 419, that rule would prohibit the release of any interest earned on

funds held in the trust account to us unless and until the funds in the trust account were released to us in connection with our completion

of an initial business combination.

we seek shareholder approval of our initial business combination and we do not conduct redemptions pursuant to the tender offer rules,

and if you or a “group” of shareholders are deemed to hold in excess of 15% of our ordinary shares, you will lose the ability

to redeem all such shares in excess of 15% of our ordinary shares.

we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business

combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association provides that a public

shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as

a “group” (as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with

respect to more than an aggregate of 15% of the shares sold in our IPO, which we refer to as the “Excess Shares.” However,

we would not be restricting our shareholders’ ability to vote all of their shares (including Excess Shares) for or against our

initial business combination.

Your inability to redeem the Excess Shares will reduce your influence over our ability to complete our

initial business combination and you could suffer a material loss on your investment in us if you sell Excess Shares in open market transactions.

Additionally, you will not receive redemption distributions with respect to the Excess Shares if we complete our initial business combination.

And as a result, you will continue to hold that number of shares exceeding 15% and, in order to dispose of such shares, would be required

to sell your shares in open market transactions, potentially at a loss.

we are unable to complete our initial business combination, our public shareholders may receive only approximately $10.00 per share,

or less in certain circumstances, on our redemption, and our rights will expire worthless.

expect to encounter intense competition from other entities having a business objective similar to ours, including private investors

(which may be individuals or investment partnerships), other blank check companies and other entities, domestic and international, competing

for the types of businesses we intend to acquire.

Many of these individuals and entities are well-established and have extensive experience

in identifying and effecting, directly or indirectly, acquisitions of companies operating in or providing services to various industries.

Many of these competitors possess greater technical, human and other resources or more local industry knowledge than we do and our financial

resources will be relatively limited when contrasted with those of many of these competitors.

While we believe there are numerous target

businesses we could potentially acquire with the net proceeds of our IPO and the sale of the private placement units, our ability to

compete with respect to the acquisition of certain target businesses that are sizable will be limited by our available financial resources.

This inherent competitive limitation gives others an advantage in pursuing the acquisition of certain target businesses.

if we are obligated to pay cash for the ordinary shares redeemed and, in the event we seek shareholder approval of our initial business

combination, we make purchases of our ordinary shares, potentially reducing the resources available to us for our initial business combination.

Any of these obligations may place us at a competitive disadvantage in successfully negotiating a business combination.

If we are unable

to complete our initial business combination, our public shareholders may receive only approximately $10.00 per share (or less in certain

circumstances) on the liquidation of our trust account and our rights will expire worthless.

In certain circumstances, our public shareholders

may receive less than $10.00 per share on the redemption of their shares.

If third parties bring claims against us, the proceeds held

in the trust account could be reduced and the per-share redemption amount received by shareholders may be less than $10.00 per share (subject

to increase of up to an additional $0.20 per share in the event that our sponsor elects to extend the period of time to consummate a business

combination by the full six months).

Our letter agreement with our sponsor, directors

and officers may be amended without shareholder approval.

Our letter agreement with

our sponsor, directors and officers contains provisions relating to transfer restrictions of our founder shares, private placement units

and restricted ordinary shares, indemnification of the trust account, waiver of redemption rights and participation in liquidating distributions

from the trust account.

The letter agreement may be amended without shareholder approval (although releasing the parties from the restrictions

not to transfer the founder shares will require the prior written consent of the underwriters).

While we do not expect our board to approve

any amendment to the letter agreement prior to our initial business combination, it may be possible that our board, in exercising its

business judgment and subject to its fiduciary duties, chooses to approve one or more amendments to the letter agreement.

Any such amendments

to the letter agreement would not require approval from our shareholders and may have an adverse effect on the value of an investment

in our securities.

We may approve an amendment or waiver of

the letter agreement that would allow our sponsor to directly, or members of our sponsor to indirectly, transfer founder shares and private

placement units in a transaction in which the sponsor removes itself as our sponsor before identifying a business combination, which may

deprive us of key personnel.

While there is no current

intention to do so, and the members of our management team and sponsor have not done so with any previously formed SPACs, we may approve

an amendment or waiver of the letter agreement that would allow the sponsor to directly, or members of our sponsor to indirectly, transfer

founder shares and private placement units in a transaction in which the sponsor removes itself as our sponsor before identifying a business

As a result, there is a risk that our sponsor and our officers and directors may divest their ownership or economic interests

in us or in our sponsor, which would likely result in our loss of certain key personnel.

There can be no assurance that any replacement

sponsor or key personnel will successfully identify a business combination target for us, or, even if one is so identified, successfully

complete such business combination.

Our sponsor may decide not to extend the

term we have to consummate our initial business combination, in which case we would cease all operations except for the purpose of winding

up and we would redeem our public shares and liquidate, and the rights will be worthless.

We will have until 12 months

from the closing of our IPO to consummate our initial business combination.

However, if we anticipate that we may not be able to consummate

our initial business combination within 12 months, we may, by resolution of our board if requested by our sponsor, extend the period of

time to consummate a business combination up to two (2) times, each by an additional three months (for a total of up to 18 months to complete

a business combination), subject to the sponsor depositing additional funds into the trust account as set out below.

In order for the

time available for us to consummate our initial business combination to be extended, our sponsor or its affiliates or designees must deposit

into the trust account $575,000 (approximately $0.10 per public share) per three month extension, up to an aggregate of $1,150,000, or

$0.20 per public share, on or prior to the date of the applicable deadline, for each extension.

Any such payments would be made in the

form of a loan made from our sponsor or its affiliates or designees to us.

The terms of the promissory note to be issued in connection

with any such loans have not yet been negotiated other than that any such loan would be interest free and not be repaid unless we consummate

a business combination.

Consequently, such loans might not be made on the terms described in the prospectus from our initial public offering.

Our sponsor and its affiliates or designees are not obligated to fund the trust account to extend the time for us to complete our initial

business combination.

If we are unable to consummate our initial business combination within the applicable time period, we will, as promptly

as reasonably possible but not more than ten business days thereafter, redeem the public shares for a pro rata portion of the funds held

in the trust account and as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders

and our board of directors, dissolve and liquidate, subject in each case to our obligations under Cayman Islands law to provide for claims

of creditors and the requirements of other applicable law.

In such event, the rights will be worthless.

If we seek shareholder approval of our initial

business combination, our sponsor, directors, officers, advisors and their affiliates may elect to purchase shares from public shareholders,

which may influence a vote on a proposed business combination and reduce the public “float” of our ordinary shares.

If we seek shareholder approval

of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to

the tender offer rules, our sponsor, directors, officers, advisors or their affiliates may purchase shares in privately negotiated transactions

or in the open market either prior to or following the completion of our initial business combination, although they are under no obligation

The Securities Act registration statement or proxy statement filed for the business combination transaction should disclose

the possibility that our sponsor or its affiliates will purchase our securities outside the redemption process, along with the purpose

of such purchases.

Such a purchase may include a contractual acknowledgement that such shareholder, although still the record holder of

our shares is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights.

In the event that our

sponsor, directors, officers, advisors or their affiliates purchase shares in privately negotiated transactions from public shareholders

who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections

to redeem their shares.

It is intended that, if Rule 10b-18 would apply to purchases by sponsor, initial shareholders, directors, officers,

advisors and their affiliates, then such purchases will comply with Rule 10b-18 under the Exchange Act, to the extent it applies, which

provides a safe harbor for purchases made under certain conditions, including with respect to timing, pricing and volume of purchases.

Additionally, at any time

at or prior to our initial business combination, subject to applicable securities laws (including with respect to material nonpublic information),

our sponsor, initial shareholders, directors, officers, advisors and their affiliates may enter into transactions with investors and others

to provide them with incentives to acquire public shares, vote their public shares in favor of our initial business combination or not

redeem their public shares.

However, they have no current commitments, plans or intentions to engage in such transactions and have not

formulated any terms or conditions for any such transactions.

None of the funds in the trust account will be used to purchase public shares

in such transactions.

The purpose of such purchases could be to (i) increase the likelihood of closing the business combination or (ii)

satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at

the closing of our initial business combination, where it appears that such requirement would otherwise not be met.

This may result in

the completion of our initial business combination that may not otherwise have been possible.

To the extent that any public shares are

purchased such purchases will be in compliance with all of the requirements set forth in Tender Offers and Schedules Compliance and Disclosure

Interpretations Question 166.01 promulgated by the SEC, including that such public shares will not be voted.

Any such purchases will be

reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such

reporting requirements.

Additionally, in the event our sponsor, initial shareholders, directors, officers, advisors and their affiliates

were to purchase public shares from public shareholders, such purchases would be structured in compliance with the requirements of Rule 14e-5 under

the Exchange Act including, in pertinent part, through adherence to the following:

our registration statement/proxy statement filed for our business combination transaction would disclose the possibility that our sponsor, initial shareholders, directors, officers, advisors and their affiliates may purchase public shares from public shareholders outside the redemption process, along with the purpose of such purchases;

if our sponsor, initial shareholders, directors, officers, advisors and their affiliates were to purchase public shares from public shareholders, they would do so at a price no higher than the price offered through our redemption process;

our registration statement/proxy statement filed for our business combination transaction would include a representation that any of our securities purchased by our sponsor, initial shareholders, directors, officers, advisors and their affiliates would not be voted in favor of approving the business combination transaction;

our sponsor, initial shareholders, directors, officers, advisors and their affiliates would not possess any redemption rights with respect to our securities or, if they do acquire and possess redemption rights, they would waive such rights;

we would disclose in a Form 8-K, before our security holder meeting to approve the business combination transaction, the following material items:

(i) the amount of our securities purchased outside of the redemption offer by our sponsor, initial shareholders, directors, officers, advisors and their affiliates, along with the purchase price;

(ii) the purpose of the purchases by our sponsor, initial shareholders, directors, officers, advisors and their affiliates;

(iii) the impact, if any, of the purchases by our sponsor, initial shareholders, directors, officers, advisors and their affiliates on the likelihood that the business combination transaction will be approved;

(iv) the identities of our security holders who sold to our sponsor, initial shareholders, directors, officers, advisors and their affiliates (if not purchased on the open market) or the nature of our security holders (e.g., 5% security holders) who sold to our sponsor, initial shareholders, directors, officers, advisors and their affiliates;

and (v) the number of our securities for which we have received redemption requests pursuant to our redemption offer.

In addition, if such purchases

are made, the public “float” of our ordinary shares and the number of beneficial holders of our securities may be reduced,

possibly making it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange.

If a shareholder fails to receive notice

of our offer to redeem our public shares in connection with our initial business combination, or fails to comply with the procedures for

tendering its shares, such shares may not be redeemed.

We will comply with the tender

offer rules or proxy rules, as applicable, when conducting redemptions in connection with our initial business combination.

compliance with these rules, if a shareholder fails to receive our tender offer or proxy materials, as applicable, such shareholder may

not become aware of the opportunity to redeem its shares.

In addition, the tender offer documents or proxy materials, as applicable, that

we will furnish to holders of our public shares in connection with our initial business combination will describe the various procedures

that must be complied with in order to validly tender or redeem public shares.

In the event that a shareholder fails to comply with these

procedures, its shares may not be redeemed.

You will not have any rights or interests

in funds from the trust account, except under certain limited circumstances.

To liquidate your investment, therefore, you may be forced

to sell your public shares or rights, potentially at a loss.

Our public shareholders will

be entitled to receive funds from the trust account only upon the earlier to occur of:

(i) the completion of our initial business combination,

(ii) the redemption of any public shares properly tendered in connection with a shareholder vote to amend our amended and restated memorandum

and articles of association to (A) modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete

our initial business combination within 12 months from the closing of our IPO (or up to 18 months from the closing of our IPO if we extend

the period of time to consummate a business combination) or (B) with respect to any other provision relating to shareholders’ rights

or pre-business combination activity and (iii) the redemption of all of our public shares if we are unable to complete our initial business

combination within 12 months from the closing of our IPO (or up to 18 months from the closing of our IPO if we extend the period of time

to consummate a business combination), subject to applicable law and as further described herein.

In no other circumstances will a public

shareholder have any right or interest of any kind in the trust account.

Accordingly, to liquidate your investment, you may be forced

to sell your public shares or rights, potentially at a loss.

NASDAQ may delist our securities from trading

on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading

restrictions or reduce protections under NASDAQ rules available to them.

Our units have been approved

for listing on NASDAQ.

Upon the date that our ordinary shares and rights began to trade separately, they were separately listed on

Although our securities are listed for trading on NASDAQ, we cannot assure you that our securities will continue to be listed

on NASDAQ in the future or prior to our initial business combination.

In order to continue listing our securities on NASDAQ prior to our

initial business combination, we must maintain certain financial, distribution and share price levels.

Generally, we must maintain a minimum

amount in shareholders’ equity (generally $2,500,000) and a minimum number of holders of our securities (generally 300 public holders).

Additionally, following closing of our initial business combination, we will be required to demonstrate compliance with NASDAQ’s

initial listing requirements on a post-closing basis, which are more rigorous than NASDAQ’s continued listing requirements, in order

to continue to maintain the listing of our securities on NASDAQ.

For instance, after closing, our share price would generally be required

to be at least $4.00 per share, our shareholders’ equity would generally be required to be at least $5.0 million and we would be

required to have a minimum of 300 round lot holders of our securities.

We cannot assure you that we will be able to meet those initial

listing requirements at that time.

If NASDAQ delists our securities

prior to closing of any business combination, we and our investors could be subject to the following adverse consequences:

a limited availability of market quotations for our securities;

reduced liquidity for our securities;

a determination that our ordinary shares is a “penny stock” which will require brokers trading in our ordinary shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities;

the lack of protection afforded under NASDAQ rules that requires any business combination have a fair market value of at least 80% of the assets held in trust.

If NASDAQ delists our securities

from trading on its exchange following the closing of our business combination and we are not able to list our securities on another national

securities exchange, we expect our securities could be quoted on an over-the-counter market.

If this were to occur, we could face significant

material adverse consequences, including:

a limited availability of market quotations for our securities;

reduced liquidity for our securities;

a limited amount of news and analyst coverage;

a decreased ability to issue additional securities or obtain additional financing in the future.

The National Securities Markets

Improvement Act of 1996, which is a federal statute, prevents or pre-empts the states from regulating the sale of certain securities,

which are referred to as “covered securities.” Because our units have been approved to be, and we expect that our ordinary

shares and rights will be, listed on NASDAQ, our units, ordinary shares and rights will be covered securities.

Although the states are

pre-empted from regulating the sale of our securities, the federal statute does allow the states to investigate companies if there is

a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities

in a particular case.

While we are not aware of a state having used these powers to prohibit or restrict the sale of securities issued

by blank check companies, other than the State of Idaho, certain state securities regulators view blank check companies unfavorably and

might use these powers, or threaten to use these powers, to hinder the sale of securities of blank check companies in their states.

if we were no longer listed on NASDAQ, our securities would not be covered securities and we would be subject to regulation in each state

in which we offer our securities, including in connection with our initial business combination.

You will not be entitled to protections

normally afforded to investors of many other blank check companies.

Since the net proceeds of

our IPO and the sale of the private placement units are intended to be used to complete an initial business combination with a target

business that has not been identified, we may be deemed to be a “blank check” company under the United States securities laws.

However, because we will have net tangible assets in excess of $5,000,001 upon the successful completion of our IPO and the sale of the

private placement units and filed a Current Report on Form 8-K, including an audited balance sheet demonstrating this fact, we are exempt

from rules promulgated by the SEC to protect investors in blank check companies, such as Rule 419.

Accordingly, investors will not

be afforded the benefits or protections of those rules.

Among other things, this means our units will be immediately tradable and we may

have a longer period of time to complete our initial business combination than do companies subject to Rule 419.

Moreover, if our

initial public offering was subject to Rule 419, that rule would prohibit the release of any interest earned on funds held in the

trust account to us unless and until the funds in the trust account were released to us in connection with our completion of an initial

business combination.

If we seek shareholder approval of our initial

business combination and we do not conduct redemptions pursuant to the tender offer rules, and if you or a “group” of shareholders

are deemed to hold in excess of 15% of our ordinary shares, you will lose the ability to redeem all such shares in excess of 15% of our

ordinary shares.

If we seek shareholder approval

of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to

the tender offer rules, our amended and restated memorandum and articles of association provides that a public shareholder, together with

any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as

defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to more than an aggregate

of 15% of the shares sold in our IPO, which we refer to as the “Excess Shares.” However, we would not be restricting our shareholders’

ability to vote all of their shares (including Excess Shares) for or against our initial business combination.

Your inability to redeem

the Excess Shares will reduce your influence over our ability to complete our initial business combination and you could suffer a material

loss on your investment in us if you sell Excess Shares in open market transactions.

Additionally, you will not receive redemption distributions

with respect to the Excess Shares if we complete our initial business combination.

And as a result, you will continue to hold that number

of shares exceeding 15% and, in order to dispose of such shares, would be required to sell your shares in open market transactions, potentially

If we are unable to complete our initial

business combination, our public shareholders may receive only approximately $10.00 per share, or less in certain circumstances, on our

redemption, and our rights will expire worthless.

We expect to encounter intense

competition from other entities having a business objective similar to ours, including private investors (which may be individuals or

investment partnerships), other blank check companies and other entities, domestic and international, competing for the types of businesses

we intend to acquire.

Many of these individuals and entities are well-established and have extensive experience in identifying and effecting,

directly or indirectly, acquisitions of companies operating in or providing services to various industries.

Many of these competitors

possess greater technical, human and other resources or more local industry knowledge than we do and our financial resources will be relatively

limited when contrasted with those of many of these competitors.

While we believe there are numerous target businesses we could potentially

acquire with the net proceeds of our IPO and the sale of the private placement units, our ability to compete with respect to the acquisition

of certain target businesses that are sizable will be limited by our available financial resources.

This inherent competitive limitation

gives others an advantage in pursuing the acquisition of certain target businesses.

Furthermore, if we are obligated to pay cash for the

ordinary shares redeemed and, in the event we seek shareholder approval of our initial business combination, we make purchases of our

ordinary shares, potentially reducing the resources available to us for our initial business combination.

Any of these obligations may

place us at a competitive disadvantage in successfully negotiating a business combination.

If we are unable to complete our initial business

combination, our public shareholders may receive only approximately $10.00 per share (or less in certain circumstances) on the liquidation

of our trust account and our rights will expire worthless.

In certain circumstances, our public shareholders may receive less than $10.00

per share on the redemption of their shares.

If the net proceeds of our IPO not being

held in the trust account are insufficient to allow us to operate for at least the next 12 months (or up to 18 months from the closing

of our IPO if we extend the period of time to consummate a business combination), we may be unable to complete our initial business combination.

The funds available to us

outside of the trust account may not be sufficient to allow us to operate for at least the next 12 months (or up to 18 months from the

closing of our IPO if we extend the period of time to consummate a business combination), assuming that our initial business combination

is not completed during that time.

the net proceeds of our IPO not being held in the trust account are insufficient to allow us to operate for at least 24 months from the

closing of our IPO (if we extend the period of time to consummate a business combination), we may be unable to complete our initial business

funds available to us outside of the trust account may not be sufficient to allow us to operate for at least 24 months from the closing

of our IPO (if we extend the period of time to consummate a business combination), assuming that our initial business combination is

not completed during that time.

We expect to incur significant costs in pursuit of our acquisition plans.

Management’s plans

to address this need for capital and potential loans from certain of our affiliates are discussed in the section of this Annual Report titled

“Management’s Discussion and Analysis of Financial Condition and Results of Operations.” However, our affiliates are

not obligated to make loans to us in the future, and we may not be able to raise additional financing from unaffiliated parties necessary

to fund our expenses.

Any such event in the future may negatively impact the analysis regarding our ability to continue as a going concern

at such time.

We believe that, upon the

closing of our IPO, the funds available to us outside of the trust account, will be sufficient to allow us to operate for at least the

next 12 months (or up to 18 months from the closing of our IPO if we extend the period of time to consummate a business combination);

however, we cannot assure you that our estimate is accurate.

Of the funds available to us, we could use a portion of the funds available

to us to pay fees to consultants to assist us with our search for a target business.

We could also use a portion of the funds as a down

payment or to fund a “no-shop” provision (a provision in letters of intent designed to keep target businesses from “shopping”

around for transactions with other companies on terms more favorable to such target businesses) with respect to a particular proposed

business combination, although we do not have any current intention to do so.

If we entered into a letter of intent where we paid for

the right to receive exclusivity from a target business and were subsequently required to forfeit such funds (whether as a result of our

breach or otherwise), we might not have sufficient funds to continue searching for, or conduct due diligence with respect to, a target

If we are unable to complete our initial business combination, our public shareholders may receive only approximately $10.00

per share (or less in certain circumstances) on the liquidation of our trust account and our rights will expire worthless.

In such case,

our public shareholders may only receive $10.00 per share, and our rights will expire worthless.

In certain circumstances, our public

shareholders may receive less than $10.00 per share on the redemption of their shares.

If third parties bring claims against us, the proceeds

held in the trust account could be reduced and the per-share redemption amount received by shareholders may be less than $10.00 per share”

Management’s plans to

address this need for capital and potential loans from certain of our affiliates are discussed in the section of this Annual Report titled

“Management’s Discussion and Analysis of Financial Condition and Results of Operations.” If we are required to seek

additional capital, we would need to borrow funds from our sponsor, management team or other third parties to operate or may be forced

to liquidate.

Neither our sponsor, members of our management team nor any of their affiliates is under any obligation to advance funds

to us in such circumstances.

Any such advances would be repaid only from funds held outside the trust account or from funds released

to us upon completion of our initial business combination.

If we are unable to complete our initial business combination because we do

not have sufficient funds available to us, we will be forced to cease operations and liquidate the trust account.

Consequently, our public

shareholders may only receive approximately $10.00 per share (or less in certain circumstances) on our redemption of our public shares,

and our rights will expire worthless.

In certain circumstances, our public shareholders may receive less than $10.00 per share on the

redemption of their shares.

believe that the funds currently available to us outside of the trust account will be sufficient to allow us to operate for at least

the remainder of the Prescribed Time Frame (if we extend the period of time to consummate a business combination);

however, we cannot

assure you that our estimate is accurate.

Of the funds available to us, we could use a portion of the funds available to us to pay fees

to consultants to assist us with our search for a target business.

We could also use a portion of the funds as a down payment or to fund

a “no-shop” provision (a provision in letters of intent designed to keep target businesses from “shopping” around

for transactions with other companies on terms more favorable to such target businesses) with respect to a particular proposed business

combination, although we do not have any current intention to do so.

If we entered into a letter of intent where we paid for the right

to receive exclusivity from a target business and were subsequently required to forfeit such funds (whether as a result of our breach

or otherwise), we might not have sufficient funds to continue searching for, or conduct due diligence with respect to, a target business.

If we are unable to complete our initial business combination, our public shareholders may receive only approximately $10.00 per share

(or less in certain circumstances) on the liquidation of our trust account and our rights will expire worthless.

In such case, our public

shareholders may only receive $10.00 per share, and our rights will expire worthless.

In certain circumstances, our public shareholders

may receive less than $10.00 per share on the redemption of their shares.

If third parties bring claims against us, the proceeds held

in the trust account could be reduced and the per-share redemption amount received by shareholders may be less than $10.00 per share”

and other risk factors herein.

If the net proceeds of our IPO and the sale

of the private placement units not being held in the trust account are insufficient, it could limit the amount available to fund our search

for a target business or businesses and complete our initial business combination and we will depend on loans from our sponsor or management

team to fund our search, to pay our taxes and to complete our initial business combination.

Of the net proceeds of our

IPO and the sale of the private placement units and after payment of offering expenses, only approximately $500,000 will be available

to us initially outside the trust account to fund our working capital requirements.

In the event that our offering expenses exceed our

estimate of $500,000, we may fund such excess with funds not to be held in the trust account.

In such case, the amount of funds we intend

to be held outside the trust account would decrease by a corresponding amount.

Conversely, in the event that the offering expenses are

less than our estimate of $500,000, the amount of funds we intend to be held outside the trust account would increase by a corresponding

If we are required to seek additional capital, we would need to borrow funds from our sponsor, management team or other third

parties to operate or may be forced to liquidate.

Neither our sponsor, members of our management team nor any of their affiliates is under

any obligation to advance funds to us in such circumstances.

Any such advances would be repaid only from funds held outside the trust

account or from funds released to us upon completion of our initial business combination.

If we are unable to complete our initial business

combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the trust account.

Consequently, our public shareholders may only receive approximately $10.00 per share (or less in certain circumstances) on our redemption

of our public shares, and our rights will expire worthless.

In such case, our public shareholders may only receive $10.00 per share, and

our rights will expire worthless.

In certain circumstances, our public shareholders may receive less than $10.00 per share on the redemption

of their shares.

Subsequent to the completion of our initial

business combination, we may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have

a significant negative effect on our financial condition, results of operations and our share price, which could cause you to lose some

or all of your investment.

Even if we conduct extensive

due diligence on a target business with which we combine, we cannot assure you that this diligence will surface all material issues that

may be present inside a particular target business, that it would be possible to uncover all material issues through a customary amount

of due diligence, or that factors outside of the target business and outside of our control will not later arise.

As a result of these

factors, we may be forced to later write-down or write-off assets, restructure our operations, or incur impairment or other charges that

could result in our reporting losses.

Even if our due diligence successfully identifies certain risks, unexpected risks may arise and

previously known risks may materialize in a manner not consistent with our preliminary risk analysis.

Even though these charges may be

non-cash items and not have an immediate impact on our liquidity, the fact that we report charges of this nature could contribute to negative

market perceptions about us or our securities.

In addition, charges of this nature may cause us to violate net worth or other covenants

to which we may be subject as a result of assuming pre-existing debt held by a target business or by virtue of our obtaining post-combination

debt financing.

Accordingly, any shareholders who choose to remain shareholders following the business combination could suffer a reduction

in the value of their shares.

Such shareholders are unlikely to have a remedy for such reduction in value.

If third parties bring claims against us,

the proceeds held in the trust account could be reduced and the per-share redemption amount received by shareholders may be less than

$10.00 per share.

Our placing of funds in the

trust account may not protect those funds from third-party claims against us.

Although we will seek to have all vendors, service providers,

prospective target businesses or other entities with which we do business execute agreements with us waiving any right, title, interest

or claim of any kind in or to any monies held in the trust account for the benefit of our public shareholders, such parties may not execute

such agreements, or even if they execute such agreements they may not be prevented from bringing claims against the trust account, including,

but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the

enforceability of the waiver, in each case in order to gain advantage with respect to a claim against our assets, including the funds

held in the trust account.

If any third party refuses to execute an agreement waiving such claims to the monies held in the trust account,

our management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third party that

has not executed a waiver if management believes that such third party’s engagement would be significantly more beneficial to us

than any alternative.

Examples of possible instances

where we may engage a third party that refuses to execute a waiver include the engagement of a third party consultant whose particular

expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute

a waiver or in cases where management is unable to find a service provider willing to execute a waiver.

In addition, there is no guarantee

that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts

or agreements with us and will not seek recourse against the trust account for any reason.

Upon redemption of our public shares, if we

are unable to complete our initial business combination within the prescribed timeframe, or upon the exercise of a redemption right in

connection with our initial business combination, we will be required to provide for payment of claims of creditors that were not waived

that may be brought against us within the 10 years following redemption.

Accordingly, the per-share redemption amount received by public

shareholders could be less than the $10.00 per share initially held in the trust account, due to claims of such creditors.

Our sponsor has agreed that

it will be liable to us if and to the extent any claims by a vendor for services rendered or products sold to us, or a prospective target

business with which we have discussed entering into a transaction agreement, reduce the amount of funds in the trust account to below

(i) $10.00 per public share or (ii) such lesser amount per public share held in the trust account as of the date of the liquidation of

the trust account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes,

except as to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as

to any claims under our indemnity of the underwriters of our IPO against certain liabilities, including liabilities under the Securities

Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, our sponsor will not be responsible

to the extent of any liability for such third party claims.

We have not independently verified whether our sponsor has sufficient funds

to satisfy their indemnity obligations and believe that our sponsor’s only assets are securities of our company.

Our sponsor may

not have sufficient funds available to satisfy those obligations.

We have not asked our sponsor to reserve for such obligations, and therefore,

no funds are currently set aside to cover any such obligations.

As a result, if any such claims were successfully made against the trust

account, the funds available for our initial business combination and redemptions could be reduced to less than $10.00 per public share.

In such event, we may not be able to complete our initial business combination, and you would receive such lesser amount per share in

connection with any redemption of your public shares.

None of our officers or directors will indemnify us for claims by third parties

including, without limitation, claims by vendors and prospective target businesses.

Our directors may decide not to enforce

the indemnification obligations of our sponsor, resulting in a reduction in the amount of funds in the trust account available for distribution

to our public shareholders.

In the event that the proceeds

in the trust account are reduced below the lesser of (i) $10.00 per public share or (ii) such lesser amount per share held in the trust

account as of the date of the liquidation of the trust account due to reductions in the value of the trust assets, in each case net of

the interest which may be withdrawn to pay taxes, and our sponsor asserts that it is unable to satisfy its obligations or that it has

no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against

our sponsor to enforce its indemnification obligations.

While we currently expect that our independent directors would take legal action

on our behalf against our sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising

their business judgment may choose not to do so in any particular instance.

If our independent directors choose not to enforce these indemnification

obligations, the amount of funds in the trust account available for distribution to our public shareholders may be reduced below $10.00

If, after we distribute the proceeds in

the trust account to our public shareholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us

that is not dismissed, a bankruptcy court may seek to recover such proceeds, and the members of our Board of Directors may be viewed as

having breached their fiduciary duties to our creditors, thereby exposing the members of our Board of Directors and us to claims of punitive

If, after we distribute the

proceeds in the trust account to our public shareholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed

against us that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy

laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek

to recover all amounts received by our shareholders.

In addition, our Board of Directors may be viewed as having breached its fiduciary

duty to our creditors and/or having acted in bad faith, thereby exposing itself and us to claims of punitive damages, by paying public

shareholders from the trust account prior to addressing the claims of creditors.

If, before distributing the proceeds in

the trust account to our public shareholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us

that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our shareholders and the per-share

amount that would otherwise be received by our shareholders in connection with our liquidation may be reduced.

If, before distributing the

proceeds in the trust account to our public shareholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed

against us that is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy law, and may be included

in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our shareholders.

To the extent any

bankruptcy claims deplete the trust account, the per-share amount that would otherwise be received by our shareholders in connection with

our liquidation may be reduced.

If we are deemed to be an investment company

under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted,

which may make it difficult for us to complete our initial business combination.

If we are deemed to be an

investment company under the Investment Company Act, our activities may be restricted, including:

restrictions on the nature of our investments;

restrictions on the issuance of securities;

each of which may make it difficult for us to complete our initial business combination.

In addition, we may have

imposed upon us burdensome requirements, including:

registration as an investment company;

adoption of a specific form of corporate structure;

reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations.

We do not believe that our

anticipated principal activities will subject us to the Investment Company Act.

The proceeds held in the trust account may be invested

by the trustee only in United States government treasury bills with a maturity of 185 days or less or in money market funds investing

solely in United States Treasuries and meeting certain conditions under Rule 2a-7 under the Investment Company Act.

investment of the proceeds will be restricted to these instruments, we believe we will meet the requirements for the exemption provided

in Rule 3a-1 promulgated under the Investment Company Act.

If we were deemed to be subject to the Investment Company Act, compliance

to the completion of our initial business combination, we may be required to take write-downs or write-offs, restructuring and impairment

or other charges that could have a significant negative effect on our financial condition, results of operations and our share price,

which could cause you to lose some or all of your investment.

if we conduct extensive due diligence on a target business with which we combine, including Isdera, we cannot assure you that this diligence

will surface all material issues that may be present inside a particular target business, that it would be possible to uncover all material

issues through a customary amount of due diligence, or that factors outside of the target business and outside of our control will not

As a result of these factors, we may be forced to later write-down or write-off assets, restructure our operations, or incur

impairment or other charges that could result in our reporting losses.

Even if our due diligence successfully identifies certain risks,

unexpected risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis.

Even though these charges may be non-cash items and not have an immediate impact on our liquidity, the fact that we report charges of

this nature could contribute to negative market perceptions about us or our securities.

In addition, charges of this nature may cause

us to violate net worth or other covenants to which we may be subject as a result of assuming pre-existing debt held by a target business

or by virtue of our obtaining post-combination debt financing.

Accordingly, any shareholders who choose to remain shareholders following

the business combination could suffer a reduction in the value of their shares.

Such shareholders are unlikely to have a remedy for such

reduction in value.

third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received

by shareholders may be less than $10.00 per share.

placing of funds in the trust account may not protect those funds from third-party claims against us.

Although we will seek to have all

vendors, service providers, prospective target businesses or other entities with which we do business execute agreements with us waiving

any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of our public shareholders,

such parties may not execute such agreements, or even if they execute such agreements they may not be prevented from bringing claims

against the trust account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar

claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim

against our assets, including the funds held in the trust account.

If any third party refuses to execute an agreement waiving such claims

to the monies held in the trust account, our management will perform an analysis of the alternatives available to it and will only enter

into an agreement with a third party that has not executed a waiver if management believes that such third party’s engagement would

be significantly more beneficial to us than any alternative.

of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third party consultant

whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would

agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver.

there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of,

any negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason.

Upon redemption

of our public shares, if we are unable to complete our initial business combination within the prescribed timeframe, or upon the exercise

of a redemption right in connection with our initial business combination, we will be required to provide for payment of claims of creditors

that were not waived that may be brought against us within the 10 years following redemption.

Accordingly, the per-share redemption amount

received by public shareholders could be less than the $10.00 per share initially held in the trust account, due to claims of such creditors.

sponsor has agreed that it will be liable to us if and to the extent any claims by a vendor for services rendered or products sold to

us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amount of funds in

the trust account to below (i) $10.00 per public share or (ii) such lesser amount per public share held in the trust account as of the

date of the liquidation of the trust account due to reductions in the value of the trust assets, in each case net of the interest which

may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to

the trust account and except as to any claims under our indemnity of the underwriters of our IPO against certain liabilities, including

liabilities under the Securities Act.

Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party,

our sponsor will not be responsible to the extent of any liability for such third party claims.

We have not independently verified whether

our sponsor has sufficient funds to satisfy their indemnity obligations and believe that our sponsor’s only assets are securities

of our company.

Our sponsor may not have sufficient funds available to satisfy those obligations.

We have not asked our sponsor to reserve

for such obligations, and therefore, no funds are currently set aside to cover any such obligations.

As a result, if any such claims

were successfully made against the trust account, the funds available for our initial business combination and redemptions could be reduced

to less than $10.00 per public share.

In such event, we may not be able to complete our initial business combination, and you would receive

such lesser amount per share in connection with any redemption of your public shares.

None of our officers or directors will indemnify

us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

directors may decide not to enforce the indemnification obligations of our sponsor, resulting in a reduction in the amount of funds in

the trust account available for distribution to our public shareholders.

the event that the proceeds in the trust account are reduced below the lesser of (i) $10.00 per public share or (ii) such lesser amount

per share held in the trust account as of the date of the liquidation of the trust account due to reductions in the value of the trust

assets, in each case net of the interest which may be withdrawn to pay taxes, and our sponsor asserts that it is unable to satisfy its

obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether

to take legal action against our sponsor to enforce its indemnification obligations.

While we currently expect that our independent directors

would take legal action on our behalf against our sponsor to enforce its indemnification obligations to us, it is possible that our independent

directors in exercising their business judgment may choose not to do so in any particular instance.

If our independent directors choose

not to enforce these indemnification obligations, the amount of funds in the trust account available for distribution to our public shareholders

may be reduced below $10.00 per share.

after we distribute the proceeds in the trust account to our public shareholders, we file a bankruptcy petition or an involuntary bankruptcy

petition is filed against us that is not dismissed, a bankruptcy court may seek to recover such proceeds, and the members of our Board

of Directors may be viewed as having breached their fiduciary duties to our creditors, thereby exposing the members of our Board of Directors

and us to claims of punitive damages.

after we distribute the proceeds in the trust account to our public shareholders, we file a bankruptcy petition or an involuntary bankruptcy

petition is filed against us that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor

and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy

court could seek to recover all amounts received by our shareholders.

In addition, our Board of Directors may be viewed as having breached

its fiduciary duty to our creditors and/or having acted in bad faith, thereby exposing itself and us to claims of punitive damages, by

paying public shareholders from the trust account prior to addressing the claims of creditors.

before distributing the proceeds in the trust account to our public shareholders, we file a bankruptcy petition or an involuntary bankruptcy

petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our

shareholders and the per-share amount that would otherwise be received by our shareholders in connection with our liquidation may be

before distributing the proceeds in the trust account to our public shareholders, we file a bankruptcy petition or an involuntary bankruptcy

petition is filed against us that is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy

law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our shareholders.

To the extent any bankruptcy claims deplete the trust account, the per-share amount that would otherwise be received by our shareholders

in connection with our liquidation may be reduced.

we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements

and our activities may be restricted, which may make it difficult for us to complete our initial business combination.

we are deemed to be an investment company under the Investment Company Act, our activities may be restricted, including:

on the nature of our investments;

on the issuance of securities;

of which may make it difficult for us to complete our initial business combination.

addition, we may have imposed upon us burdensome requirements, including:

as an investment company;

of a specific form of corporate structure;

record keeping, voting, proxy and disclosure requirements and other rules and regulations.

do not believe that our anticipated principal activities will subject us to the Investment Company Act.

The proceeds held in the trust

account may be invested by the trustee only in United States government treasury bills with a maturity of 185 days or less or in money

market funds investing solely in United States Treasuries and meeting certain conditions under Rule 2a-7 under the Investment Company

Because the investment of the proceeds will be restricted to these instruments, we believe we will meet the requirements for the

exemption provided in Rule 3a-1 promulgated under the Investment Company Act.

If we were deemed to be subject to the Investment

Company Act, compliance with these additional regulatory burdens would require additional expenses for which we have not allotted funds

and may hinder our ability to complete a business combination.

If we are unable to complete our initial business combination, our public

shareholders may receive only approximately $10.00 per share, or less in certain circumstances, on the liquidation of our trust account

and our rights will expire worthless.

is currently uncertainty concerning the applicability of the Investment Company Act to a special purpose acquisition company, like us,

and we may in the future be subject to a claim that we have been operating as an unregistered investment company.

Since the assets in

our trust account will be securities, there is nevertheless a risk that we could be considered to be operating as an unregistered investment

company under the Investment Company Act.

Notwithstanding our investing the proceeds of our IPO as discussed above, we may nonetheless

be deemed to be subject to the Investment Company Act.

If we are found to be an investment company under the Investment Company Act,

we could be required to materially restructure our activities, wind down our operations, or register as an investment company under the

Investment Company Act, which could have a material adverse effect on our business, financial condition and results of operations.

with these additional regulatory burdens would require additional expenses for which we have not allotted funds and may hinder our ability

to complete a business combination.

If we are unable to complete our initial business combination, our public shareholders may receive

only approximately $10.00 per share, or less in certain circumstances, on the liquidation of our trust account and our rights will expire

There is currently uncertainty

concerning the applicability of the Investment Company Act to a special purpose acquisition company, like us, and we may in the future

be subject to a claim that we have been operating as an unregistered investment company.

Since the assets in our trust account will be

securities, there is nevertheless a risk that we could be considered to be operating as an unregistered investment company under the Investment

Notwithstanding our investing the proceeds of our IPO as discussed above, we may nonetheless be deemed to be subject to the

Investment Company Act.

If we are found to be an investment company under the Investment Company Act, we could be required to materially

restructure our activities, wind down our operations, or register as an investment company under the Investment Company Act, which could

have a material adverse effect on our business, financial condition and results of operations.

Compliance with these additional regulatory

burdens would require additional expenses for which we have not allotted funds and may hinder our ability to complete an initial business

combination, force us to abandon our efforts to complete an initial business combination or result in our liquidation.

If we are unable

to complete our initial business combination or are required to liquidate, our public shareholders may receive only approximately $10.00

per share on the liquidation of our trust account and our rights will expire worthless.

As a result, our public shareholders will lose

the investment opportunity in a target company and any price appreciation in the combined company.

While we do not believe that our anticipated

principal activities will subject us to the Investment Company Act, if any facts and circumstances change over time which would materially

impact the risk that we may be considered to be operating as an unregistered investment company, we will update our disclosure to reflect

such changes.

The longer that the funds

in the trust account are held in short-term U.S.

government securities or in money market funds invested exclusively in such securities,

the greater the risk that we may be considered an unregistered investment company, in which case we may be required to liquidate.

To mitigate the risk that we might be deemed

to be an investment company for purposes of the Investment Company Act, we may, at any time, instruct the trustee to liquidate the securities

held in the trust account and instead to hold the funds in the trust account in cash until the earlier of the consummation of our initial

business combination or our liquidation.

As a result, following the liquidation of securities in the trust account, the interest earned

on the funds held in the trust account may be materially reduced, which would reduce the dollar amount our public shareholders would receive

upon any redemption or liquidation of the Company.

We intend to initially hold

the funds in the trust account as cash or in U.S.

government treasury obligations with a maturity of 185 days or less or in money market

funds investing solely in U.S.

government treasury obligations and meeting certain conditions under Rule 2a-7 under the Investment

government treasury obligations are considered “securities” for purposes of the Investment Company Act,

while cash is not.

As noted above, one of the factors the SEC identified as relevant to the determination of whether a SPAC which holds

securities could potentially be deemed an “investment company” under the Investment Company Act is the SPAC’s duration.

to complete an initial business combination, force us to abandon our efforts to complete an initial business combination or result in

our liquidation.

If we are unable to complete our initial business combination or are required to liquidate, our public shareholders

may receive only approximately $10.00 per share on the liquidation of our trust account and our rights will expire worthless.

our public shareholders will lose the investment opportunity in a target company and any price appreciation in the combined company.

While we do not believe that our anticipated principal activities will subject us to the Investment Company Act, if any facts and circumstances

change over time which would materially impact the risk that we may be considered to be operating as an unregistered investment company,

we will update our disclosure to reflect such changes.

longer that the funds in the trust account are held in short-term U.S.

government securities or in money market funds invested exclusively

in such securities, the greater the risk that we may be considered an unregistered investment company, in which case we may be required

to liquidate.

mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, we may, at any time,

instruct the trustee to liquidate the securities held in the trust account and instead to hold the funds in the trust account in cash

until the earlier of the consummation of our initial business combination or our liquidation.

As a result, following the liquidation

of securities in the trust account, the interest earned on the funds held in the trust account may be materially reduced, which would

reduce the dollar amount our public shareholders would receive upon any redemption or liquidation of the Company.

intend to initially hold the funds in the trust account as cash or in U.S.

government treasury obligations with a maturity of 185 days

or less or in money market funds investing solely in U.S.

government treasury obligations and meeting certain conditions under Rule 2a-7

under the Investment Company Act.

government treasury obligations are considered “securities” for purposes of the Investment

Company Act, while cash is not.

As noted above, one of the factors the SEC identified as relevant to the determination of whether a SPAC

which holds securities could potentially be deemed an “investment company” under the Investment Company Act is the SPAC’s

To mitigate the risk of us being deemed to be an unregistered investment company (including under the subjective test of Section 3(a)(1)(A)

11 unchanged sentences

would receive upon any redemption or liquidation of the company.

If we are deemed to be an investment company

for purposes of the Investment Company Act, we could be forced to liquidate and investors in our company would not be able to participate

in any benefits of owning stock in an operating business, including the potential appreciation of our stock following a business combination.

As indicated above, we have

12 or if extended, up to 18 months from the closing of our IPO to consummate an initial business combination.

It is possible that a claim

in the future could be made that we have been operating as an unregistered investment company.

It is also possible that the investment

of funds from our IPO and private placement of units during our life as a blank check company, and the earning and use of interest from

such investment, both of which will likely continue until we consummate an initial business combination, could increase the likelihood

of us being found to have been operating as an unregistered investment company more than if we sought to potentially mitigate this risk

by holding such funds as cash.

Furthermore, the longer the funds are invested in United States “government securities” within

the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting

certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S.

government treasury

obligations, the greater the risk could be that we are considered an investment company.

If we are deemed to be an investment company

for purposes of the Investment Company Act and found to have been operating as an unregistered investment company, it could cause us to

If we are forced to liquidate, investors in our company would not be able to participate in any benefits of owning stock in

an operating business, including the potential appreciation of our stock following a business combination.

Changes in laws or regulations, or a failure

to comply with any laws and regulations, may adversely affect our business, investments and results of operations.

We are subject to laws and

regulations enacted by national, regional and local governments.

In particular, we will be required to comply with certain SEC and other

legal requirements.

Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly.

laws and regulations and their interpretation and application may also change from time to time and those changes could have a material

adverse effect on our business, investments and results of operations.

In addition, a failure to comply with applicable laws or regulations,

as interpreted and applied, could have a material adverse effect on our business and results of operations.

On January 24, 2024,

the SEC issued final rules (the “2024 SPAC Rules”), effective as of 125 days following the publication of the 2024 SPAC Rules

in the Federal Register, that formally adopted some of the SEC’s proposed rules for SPACs that were released on March 30,

The 2024 SPAC Rules, among other items, impose additional disclosure requirements in initial public offerings by SPACs and business

combination transactions involving SPACs and private operating companies;

amend the financial statement requirements applicable to business

combination transactions involving such companies;

update and expand guidance regarding the general use of projections in SEC filings,

as well as when projections are disclosed in connection with proposed business combination transactions;

increase the potential liability

of certain participants in proposed business combination transactions;

and could impact the extent to which SPACs could become subject

to regulation under the Investment Company Act of 1940.

The 2024 SPAC Rules may materially adversely affect our business, including our

ability to negotiate and complete, and the costs associated with, our initial business combination, and results of operations.

Our search for an initial business combination,

and any target business with which we may ultimately consummate an initial business combination, may be materially adversely affected

by current global geopolitical conditions resulting from the ongoing Russia-Ukraine conflict and the recent escalation of the Israel-Hamas

United States and global

markets are experiencing volatility and disruption following the geopolitical instability resulting from the ongoing Russia-Ukraine conflict

and the recent escalation of the Israel-Hamas conflict.

In response to the ongoing Russia-Ukraine conflict, the North Atlantic Treaty

Organization (“NATO”) deployed additional military forces to eastern Europe, and the United States, the United Kingdom, the

European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related individuals

and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication

(SWIFT) payment system.

Certain countries, including the United States, have also provided and may continue to provide military aid or

other assistance to Ukraine and to Israel, increasing geopolitical tensions among a number of nations.

The invasion of Ukraine by Russia

and the escalation of the Israel-Hamas conflict and the resulting measures that have been taken, and could be taken in the future, by

NATO, the United States, the United Kingdom, the European Union, Israel and its neighboring states and other countries have created global

security concerns that could have a lasting impact on regional and global economies.

Although the length and impact of the ongoing conflicts

are highly unpredictable, they could lead to market disruptions, including significant volatility in commodity prices, credit and capital

markets, as well as supply chain interruptions and increased cyber-attacks against U.S.

Additionally, any resulting sanctions

could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets.

Any of the abovementioned

factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian

invasion of Ukraine, the escalation of the Israel-Hamas conflict and subsequent sanctions or related actions, could adversely affect our

we are deemed to be an investment company for purposes of the Investment Company Act, we could be forced to liquidate and investors in

our company would not be able to participate in any benefits of owning stock in an operating business, including the potential appreciation

of our stock following a business combination.

indicated above, we currently have up to 24 months from the closing of our IPO to consummate an initial business combination.

It is possible

that a claim in the future could be made that we have been operating as an unregistered investment company.

It is also possible that

the investment of funds from our IPO and private placement of units during our life as a blank check company, and the earning and use

of interest from such investment, both of which will likely continue until we consummate an initial business combination, could increase

the likelihood of us being found to have been operating as an unregistered investment company more than if we sought to potentially mitigate

this risk by holding such funds as cash.

Furthermore, the longer the funds are invested in United States “government securities”

within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds

meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S.

treasury obligations, the greater the risk could be that we are considered an investment company.

If we are deemed to be an investment

company for purposes of the Investment Company Act and found to have been operating as an unregistered investment company, it could cause

us to liquidate.

If we are forced to liquidate, investors in our company would not be able to participate in any benefits of owning stock

in an operating business, including the potential appreciation of our stock following a business combination.

in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, investments and results

of operations.

are subject to laws and regulations enacted by national, regional and local governments.

In particular, we will be required to comply

with certain SEC and other legal requirements.

Compliance with, and monitoring of, applicable laws and regulations may be difficult,

time consuming and costly.

Those laws and regulations and their interpretation and application may also change from time to time and

those changes could have a material adverse effect on our business, investments and results of operations.

In addition, a failure to

comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business and results

of operations.

January 24, 2024, the SEC issued final rules (the “2024 SPAC Rules”), effective as of 125 days following the publication

of the 2024 SPAC Rules in the Federal Register, that formally adopted some of the SEC’s proposed rules for SPACs that were released

on March 30, 2022.

The 2024 SPAC Rules, among other items, impose additional disclosure requirements in initial public offerings

by SPACs and business combination transactions involving SPACs and private operating companies;

amend the financial statement requirements

applicable to business combination transactions involving such companies;

update and expand guidance regarding the general use of projections

in SEC filings, as well as when projections are disclosed in connection with proposed business combination transactions;

potential liability of certain participants in proposed business combination transactions;

and could impact the extent to which SPACs

could become subject to regulation under the Investment Company Act of 1940.

The 2024 SPAC Rules may materially adversely affect our

business, including our ability to negotiate and complete, and the costs associated with, our initial business combination, and results

of operations.

search for an initial business combination, and any target business with which we may ultimately consummate an initial business combination,

The extent and duration of the ongoing conflicts, resulting sanctions and any related market disruptions are impossible to predict, but

could be substantial, particularly if current or new sanctions continue for an extended period of time or if geopolitical tensions result

in expanded military operations on a global scale.

Any such disruptions may also have the effect of heightening many of the other risks

described in this section.

If these disruptions or other matters of global concern continue for an extensive period of time, our ability

to consummate an initial business combination, or the operations of a target business with which we may ultimately consummate an initial

business combination, may be materially adversely affected.

If we are unable to consummate our initial

business combination within 12 months (or up to 18 months from the closing of our IPO if we extend the period of time to consummate a

business combination) of the closing of our IPO, our public shareholders may be forced to wait beyond such 12 months (or up to 18 months)

before redemption from our trust account.

If we are unable to consummate

our initial business combination within 12 months from the closing of our IPO (or up to 18 months from the closing of our IPO if we extend

the period of time to consummate a business combination), we will distribute the aggregate amount then on deposit in the trust account

(less the net interest earned thereon to pay dissolution expenses), pro rata to our public shareholders by way of redemption and cease

all operations except for the purposes of winding up of our affairs, as further described herein.

Any redemption of public shareholders

from the trust account shall be effected automatically by function of our amended and restated memorandum and articles of association

prior to any voluntary winding up.

If we are required to windup, liquidate the trust account and distribute such amount therein, pro rata,

to our public shareholders, as part of any liquidation process, such winding up, liquidation and distribution must comply with the applicable

provisions of the Companies Act.

In that case, investors may be forced to wait beyond the initial 12 months (or up to 18 months) before

the redemption proceeds of our trust account become available to them and they receive the return of their pro rata portion of the proceeds

from our trust account.

We have no obligation to return funds to investors prior to the date of our redemption or liquidation unless we

consummate our initial business combination prior thereto and only then in cases where investors have sought to redeem their ordinary

Only upon our redemption or any liquidation will public shareholders be entitled to distributions if we are unable to complete

our initial business combination.

Our shareholders may be held liable for

claims by third parties against us to the extent of distributions received by them upon redemption of their shares.

If we are forced to enter

into an insolvent liquidation, any distributions received by shareholders could be viewed as an unlawful payment if it was proved that

immediately following the date on which the distribution was made, we were unable to pay our debts as they fall due in the ordinary course

As a result, a liquidator or a bankruptcy or other court could seek to recover all amounts received by our shareholders.

Furthermore, our directors may be viewed as having breached their fiduciary duties to us or our creditors and/or may have acted in bad

faith, and thereby exposing themselves and our company to claims, by paying public shareholders from the trust account prior to addressing

the claims of creditors.

may be materially adversely affected by current global geopolitical conditions resulting from the ongoing Russia-Ukraine and conflicts

in the Middle East.

States and global markets are experiencing volatility and disruption following the geopolitical instability resulting from the ongoing

Russia-Ukraine conflict, the Israel-Hamas conflict, and the recent military conflict in the Persian Gulf region.

In response to the ongoing

Russia-Ukraine conflict, the North Atlantic Treaty Organization (“NATO”) deployed additional military forces to eastern Europe,

and the United States, the United Kingdom, the European Union and other countries have announced various sanctions and restrictive actions

against Russia, Belarus and related individuals and entities, including the removal of certain financial institutions from the Society

for Worldwide Interbank Financial Telecommunication (SWIFT) payment system.

Certain countries, including the United States, have also

provided and may continue to provide military aid or other assistance to Ukraine and to Israel, and the United States and Israel have

recently been engaged in military conflict with Iran.

These events have further increased geopolitical tensions among a number of nations.

These events and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States, the United

Kingdom, the European Union, Israel and its neighboring states and other countries have created global security concerns that could have

a lasting impact on regional and global economies.

Although the length and impact of the ongoing conflicts are highly unpredictable,

they could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply

chain interruptions and increased cyber-attacks against U.S.

Additionally, any resulting sanctions could adversely affect

the global economy and financial markets and lead to instability and lack of liquidity in capital markets.

of the abovementioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting

from these military conflicts and subsequent sanctions or related actions, could adversely affect our search for an initial business

combination and any target business with which we may ultimately consummate an initial business combination.

The extent and duration

of the ongoing conflicts, resulting sanctions and any related market disruptions are impossible to predict, but could be substantial,

particularly if current or new sanctions continue for an extended period of time or if geopolitical tensions result in expanded military

operations on a global scale.

Any such disruptions may also have the effect of heightening many of the other risks described in this

If these disruptions or other matters of global concern continue for an extensive period of time, our ability to consummate

an initial business combination, or the operations of a target business with which we may ultimately consummate an initial business combination,

may be materially adversely affected.

we are unable to consummate our initial business combination within the Prescribed Time Frame, our public shareholders may be forced

to wait before redemption from our trust account.

we are unable to consummate our initial business combination within the Prescribed Time Frame, which currently contemplates that we consummate

our initial business combination with 24 months from the closing of our IPO (assuming we extend the period of time to consummate a business

combination in full), we will distribute the aggregate amount then on deposit in the trust account (less the net interest earned thereon

to pay dissolution expenses), pro rata to our public shareholders by way of redemption and cease all operations except for the purposes

of winding up of our affairs, as further described herein.

Any redemption of public shareholders from the trust account shall be effected

automatically by function of our amended and restated memorandum and articles of association prior to any voluntary winding up.

are required to windup, liquidate the trust account and distribute such amount therein, pro rata, to our public shareholders, as part

of any liquidation process, such winding up, liquidation and distribution must comply with the applicable provisions of the Companies

In that case, investors may be forced to wait beyond such 24 month time period before the redemption proceeds of our trust account

become available to them and they receive the return of their pro rata portion of the proceeds from our trust account.

We have no obligation

to return funds to investors prior to the date of our redemption or liquidation unless we consummate our initial business combination

prior thereto and only then in cases where investors have sought to redeem their ordinary shares.

Only upon our redemption or any liquidation

will public shareholders be entitled to distributions if we are unable to complete our initial business combination.

shareholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption

of their shares.

we are forced to enter into an insolvent liquidation, any distributions received by shareholders could be viewed as an unlawful payment

if it was proved that immediately following the date on which the distribution was made, we were unable to pay our debts as they fall

due in the ordinary course of business.

As a result, a liquidator or a bankruptcy or other court could seek to recover all amounts received

by our shareholders.

Furthermore, our directors may be viewed as having breached their fiduciary duties to us or our creditors and/or

may have acted in bad faith, and thereby exposing themselves and our company to claims, by paying public shareholders from the trust

account prior to addressing the claims of creditors.

We cannot assure you that claims will not be brought against us for these reasons.

We and our directors and officers

who knowingly and willfully authorized or permitted any distribution to be paid out of our share premium account while we were unable

to pay our debts as they fall due in the ordinary course of business would be guilty of an offence and may be liable to a fine of $18,292.68

and to imprisonment for five years in the Cayman Islands.

We may not hold an annual meeting of shareholders

until after the consummation of our initial business combination.

In accordance with NASDAQ

corporate governance requirements, we are not required to hold an annual meeting until no later than one year after our first fiscal year

end following our listing on NASDAQ.

In connection with completion of any business combination, we would expect to hold an extraordinary

general meeting of shareholders to obtain consent of our shareholders.

Therefore, we may complete a business combination without holding

an annual meeting of shareholders.

There is no requirement under the Companies Act for us to hold annual or general meetings or appoint

directors other than to ensure that the Company has at least one director at all times.

Until we hold an annual meeting of shareholders,

public shareholders may not be afforded the opportunity to discuss company affairs with management.

If our initial business combination involves

a company organized under the laws of a state of the United States, it is possible a 1% U.S.

federal excise tax will be imposed

on us in connection with redemptions of our ordinary shares after or in connection with such initial business combination.

The Inflation Reduction

Act of 2022 provides for, among other things, a new 1% U.S.

federal excise tax on certain repurchases (including redemptions) of stock

by publicly traded U.S.

corporations after December 31, 2022 (the “stock buyback tax”), subject to certain exceptions.

applicable, the amount of the stock buyback tax is generally 1% of the aggregate fair market value of any stock repurchased by the corporation

during a taxable year, net of the aggregate fair market value of certain new stock issuances by the repurchasing corporation during the

same taxable year.

We and our directors and officers who knowingly and willfully authorized or permitted any distribution to be paid out of our share premium

account while we were unable to pay our debts as they fall due in the ordinary course of business would be guilty of an offence and may

be liable to a fine and to imprisonment for five years in the Cayman Islands.

may not hold an annual meeting of shareholders until after the consummation of our initial business combination.

accordance with NASDAQ corporate governance requirements, we are not required to hold an annual meeting until no later than one year

after our first fiscal year end following our listing on NASDAQ.

In connection with completion of any business combination, we would

expect to hold an extraordinary general meeting of shareholders to obtain consent of our shareholders.

Therefore, we may complete a business

combination without holding an annual meeting of shareholders.

There is no requirement under the Companies Act for us to hold annual

or general meetings or appoint directors other than to ensure that the Company has at least one director at all times.

Until we hold

an annual meeting of shareholders, public shareholders may not be afforded the opportunity to discuss company affairs with management.

our initial business combination involves a company organized under the laws of a state of the United States, it is possible a

federal excise tax will be imposed on us in connection with redemptions of our ordinary shares after or in connection with

such initial business combination.

Inflation Reduction Act of 2022 provides for, among other things, a new 1% U.S.

federal excise tax on certain repurchases (including

redemptions) of stock by publicly traded U.S.

corporations after December 31, 2022 (the “stock buyback tax”), subject to

certain exceptions.

If applicable, the amount of the stock buyback tax is generally 1% of the aggregate fair market value of any stock

repurchased by the corporation during a taxable year, net of the aggregate fair market value of certain new stock issuances by the repurchasing

corporation during the same taxable year.

The Biden administration has proposed increasing the stock buyback tax rate from 1% to 4%;

however, it is unclear whether

such a change will be enacted and, if enacted, how soon it could take effect.

however, it is unclear whether such a change will be enacted and, if enacted, how soon it could take effect.

In addition, the U.S.

Treasury Department and IRS have released

preliminary guidance that would potentially cause a non-U.S.

Department and IRS have released preliminary guidance that would potentially cause a non-U.S.

corporation’s U.S.

subsidiaries to be subject to the stock buyback

tax with respect to any share repurchases made by the non-U.S.

subsidiaries to

be subject to the stock buyback tax with respect to any share repurchases made by the non-U.S.

corporation under certain circumstances.

As an entity incorporated

as a Cayman Islands exempted company, the stock buyback tax is currently not expected to apply to redemptions of our ordinary shares (absent

any regulations or other additional guidance that may be issued in the future).However, in connection with an initial business combination

involving a company organized under the laws of the United States (or any subdivision thereof), it is possible that we domesticate and

continue as a Delaware corporation prior to certain redemptions.

Because we expect that, following such a domestication, our securities

would continue to trade on Nasdaq, in such a case we could be subject to the stock buyback tax with respect to any subsequent redemptions

(including redemptions in connection with the initial business combination) that are treated as repurchases for this purpose.

In all cases,

whether and to what extent we would be subject to the stock buyback tax will depend on a number of factors, including (i) the structure

of the initial business combination, including the extent to which the initial business combination involves a U.S.

corporation and the

extent to which we issue shares in the initial business combination or otherwise during the same taxable year that are eligible to offset

any redemptions or other repurchases, (ii) the fair market value of the shares redeemed and (iii) the extent such redemptions could be

treated as dividends and not as repurchases.

The applicability of the stock buyback tax to us could be further affected by the content

of any regulations, clarifications or other additional guidance from the U.S.

Treasury Department that may be issued and applicable to

the redemptions.

Any stock buyback

tax that becomes payable as a result of any redemptions of our ordinary shares (or other shares into which such ordinary shares may be

converted) in connection with our initial business combination or otherwise would be payable by us and not by the redeeming holder.

the extent such taxes are applicable, the amount of cash available to pay redemptions or to transfer to the target business in connection

with our initial business combination may be reduced, which could result in our inability to meet conditions in the agreement relating

to our initial business combination related to a minimum cash requirement, if any, or otherwise result in the shareholders of the combined

company (including any of our shareholders who do not exercise their redemption rights in connection with the initial business combination)

to economically bear the impact of such stock buyback tax.

Except for income

taxes, the proceeds placed in the trust account and the interest earned thereon are not intended to be used to pay for possible excise

tax or any other fees or taxes that may be levied on the Company pursuant to any current, pending or future rules or laws, including without

limitation any excise tax due under the Inflation Reduction Act of 2022 on any redemptions or stock buybacks by the Company.

Risks Related to Acquiring or Operating Businesses

We do not currently operate

However, our sponsor and members of our Board of Directors and management have significant business ties to the People’s

Republic of China (PRC) and certain members of our Board of Directors and management are based in or are residents of the PRC.

consider a business combination with an entity or business with a physical presence or other significant ties to the People’s Republic

of China which may subject the post business combination business to the laws, regulations and policies of the PRC.

As a result, in the

future we may be subject to risks related to the PRC as discussed below.

If we effect our initial business combination with a business

located in the in the People’s Republic of China, the laws applicable to such business will likely govern all of our material agreements

and we may not be able to enforce our legal rights.

If we effect our initial business combination

with a business located in the PRC, the laws of the country in which such business operates will govern almost all of the material agreements

relating to its operations.

We cannot assure you that we or the target business will be able to enforce any of its material agreements

or that remedies will be adequate in this jurisdiction.

In addition, to the extent that our target business’s material agreements

are with governmental agencies in the PRC, we may not be able to enforce or obtain a remedy from such agencies due to sovereign immunity,

in which the government is deemed to be immune from civil lawsuit or criminal prosecution.

The inability to enforce or obtain a remedy

under any of our future agreements could result in a significant loss of business, business opportunities or capital.

If we effect our initial business combination with a business

located in the PRC, we may be subject to certain risks associated with acquiring and operating businesses in the PRC.

We may be subject to certain risks associated

with acquiring and operating a business in the PRC in our search for a business combination and operation of any target business with

which we ultimately consummate a business combination.

First, certain rules and regulations concerning mergers and acquisitions by foreign

investors in the PRC may make merger and acquisition activities by foreign investors more complex and time consuming, including, among

the requirement that the Ministry of Commerce of the PRC (the “MOFCOM”)

be notified in certain circumstances in advance of any change-of-control transaction in which a foreign investor takes control of a PRC

domestic enterprise or the requirement that the antitrust enforcement agency of the State Council (currently the Antitrust Bureau of

the State Administration for Market Regulation) be notified in advance of any concentration of undertaking if certain thresholds are

the authority of certain government agencies to have scrutiny over the economics of an acquisition transaction and requirement for consideration in a transaction to be paid within stated time limits;

the requirement for mergers and acquisitions by foreign investors that raise “national defense and security” concerns and mergers and acquisitions through which foreign investors may acquire de facto control over domestic enterprises that raise “national security” concerns to be subject to strict review by the MOFCOM.

Complying with these and other requirements could

be time-consuming, and any required approval processes, including obtaining approval from the MOFCOM or its local counterparts, may delay

or inhibit our ability to complete such transactions, which could affect our ability to acquire PRC-based businesses.

A business combination

we propose may not be able to be completed if the terms of the transaction do not satisfy aspects of the approval process and may not

be completed, even if approved, if they are not consummated within the time permitted by the approvals granted.

In addition, the PRC currently prohibits and/or

restricts foreign ownership in certain “restricted industries,” including but not limited to, for example, certain value added

telecommunications services.

There is no assurance that the PRC government will not apply restrictions in other industries.

to consummate our initial business combination with a target business based in and primarily operating in China, the combined company

may face various legal and operational risks and uncertainties after the business combination.

As a result, the prohibitions and/or restrictions

of foreign ownership in certain “restricted industries” may limit the pool of acquisition candidates we may acquire in China.

Although we do not currently operate in

the PRC, our sponsor, and majority of our officers and directors currently are located in and/or have significant ties with the PRC, and

the Chinese government could on that basis determine to intervene or influence our operations at any time, which could result in a material

change in our operations and/or the value of our shares.

Based on our understanding

of the current PRC laws and regulations, no prior permission is required under the rules and regulations from any PRC governmental

authorities (including the CSRC) for consummating our IPO by our company, given that:

(a) the CSRC currently has not issued any

definitive rule or interpretation concerning whether offerings like our IPO are subject to the M&A Rules;

(b) our company

is a blank check company newly incorporated in Cayman Islands rather than in China with its principal offices in New York, and (c) our

sponsor is a newly incorporated company in the British Virgin Islands, rather than China, has its principal offices in the British Virgin

Islands and currently, the sponsor conducts no business in China.

However, there can be no assurance that the relevant PRC governmental

authorities, including the CSRC, would reach the same conclusion as us, or that the CSRC or any other PRC governmental authorities would

not promulgate new rules or new interpretations of current rules which would require us to obtain CSRC or other PRC governmental

approvals for our IPO.

If the CSRC or another PRC governmental authority subsequently determines that its approval is needed, we may face

approval delays, adverse actions or sanctions by the CSRC or other PRC governmental authorities.

Moreover, in light of recent statements

by the Chinese government indicating an intent to exert more oversight and control over offerings that are conducted overseas and/or foreign

investment in companies that it determines are China-based issuers, if the PRC were to determine that because our sponsor is controlled

by a person with significant ties to China that our company is a China-based issuer, any such determination could significantly limit

or significantly hinder our ability to offer or continue to offer securities to investors and cause the value of our securities to significantly

decline or be worthless.

Compliance with the PRC Antitrust law may limit our ability to

effect our initial business combination.

The PRC Antitrust Law became effective on August

The government authorities in charge of antitrust matters in China are the Antitrust Bureau of the State Administration for Market

Regulation and other antitrust agencies.

The PRC Antitrust Law regulates (1) monopoly agreements, including decisions or actions in concert

that preclude or impede competition, entered into by business operators;

(2) abuse of dominant market position by business operators;

and (3) concentration of business operators that may have the effect of precluding or impeding competition.

To implement the Antitrust

Law, in 2008, the State Council formulated the Rules of the State Council on Declaration Threshold for Concentration of Business Undertakings

(as amended on September 18, 2018), pursuant to which concentration of business operators refers to (1) merger with other business operators;

(2) gaining control over other business operators through acquisition of equity interest or assets of other business operators;

gaining control over other business operators through exerting influence on other business operators through contracts or other means.

On June 24, 2022, the Decision of the Standing

Committee of the National People’s Congress to Amend the Antitrust Law of the People’s Republic of China, or the “Decision

to Amend the Antitrust Law,” was adopted and became effective on August 1, 2022.

The Decision to Amend the Antitrust Law strengthens

the regulation on the internet platforms, requiring that companies shall not use data and algorithms, technologies, capital advantages,

platform rules and other means to engage in monopolistic conduct and also escalates the administrative penalties for monopolistic conduct

and for the failure to notify the antitrust agencies on proposed transactions that will lead to concentration of businesses.

Council Antitrust Enforcement Agency may order to reinstate the original status prior to the concentration and impose a fine on the operators.

Since such provisions are relatively new, uncertain still remains as to the interpretation and implementation of such laws and regulations.

The business combination we contemplate may be considered the concentration of business operators, and to the extent required by the Antitrust

Law and the criteria established by the State Council, we must file with the antitrust authority under the PRC State Council prior to

conducting the contemplated business combination.

If the antitrust authority decides not to further investigate whether the contemplated

business combination has the effect of precluding or impeding competition or fails to make a decision within 30 days from receipt of relevant

materials, we may proceed to consummate the contemplated business combination.

If antitrust authority decides to prohibit the contemplated

business combination after further investigation, we must terminate such business combination and would then be forced to either attempt

to complete a new business combination or we would be required to return any amounts which were held in the Trust Account to our shareholders.

When we evaluate a potential business combination, we will consider the need to comply with the Antitrust Law and other relevant regulations

which may limit our ability to effect an acquisition or may result in our modifying or not pursuing a particular transaction.

initial business combination period is within 12 months from the closing of our Initial Public Offering, or if we decide to extend the

period of time to consummate our initial business combination, within a maximum of 18 months from the closing of our Initial Public Offering,

and the approval process may take a period longer than we expect before we enter into a definitive agreement with a target company, we

may be unable to complete a business combination within the time period provided for by our amended and restated memorandum and articles

of association.

PRC laws and regulations governing our post-combination entity’s

business operations are sometimes vague and uncertain and any changes in such laws and regulations may impair our ability to operate profitably.

There are substantial uncertainties

regarding the interpretation and application of PRC laws and regulations including, but not limited to, the laws and regulations governing

the post-combination entity’s business and the enforcement and performance of its arrangements with customers in certain circumstances.

The laws and regulations are sometimes vague and may be subject to future changes, and their official interpretation and enforcement may

involve substantial uncertainty.

The effectiveness and interpretation of newly enacted laws or regulations, including amendments to existing

laws and regulations, may be delayed, and the post-combination entity’s business may be affected if we rely on laws and regulations

which are subsequently adopted or interpreted in a manner different from our understanding of these laws and regulations.

regulations that affect existing and proposed future businesses may also be applied retroactively.

We cannot predict what effect the interpretation

of existing or new PRC laws or regulations may have on our post-combination entity’s business.

The PRC legal system is a civil law

system based on written statutes.

Unlike the common law system, prior court decisions under the civil law system may be cited for reference

but have limited precedential value.

Since these laws and regulations are relatively new and the PRC legal system continues to rapidly

evolve, the interpretations of many laws, regulations and rules are not always uniform and the enforcement of these laws, regulations

and rules involves uncertainties.

In 1979, the PRC government

began to promulgate a comprehensive system of laws and regulations governing economic matters in general.

The overall effect of legislation

over the past three decades has significantly enhanced the protections afforded to various forms of foreign investments in China.

China has not developed a fully integrated legal system, and recently enacted laws and regulations may not sufficiently cover all aspects

of economic activities in China.

In particular, the interpretation and enforcement of these laws and regulations involve uncertainties.

Since PRC administrative and court authorities have significant discretion in interpreting and implementing statutory provisions and contractual

terms, it may be difficult to evaluate the outcome of administrative and court proceedings and the level of legal protection we enjoy.

These uncertainties may affect our judgment on the relevance of legal requirements and our ability to enforce our contractual rights or

In addition, the regulatory uncertainties may be exploited through unmerited or frivolous legal actions or threats in attempts

to extract payments or benefits from us.

Furthermore, the PRC legal

system is based in part on government policies and internal rules, some of which are not published on a timely basis or at all and may

have retroactive effect.

As a result, we may not be aware of our violation of any of these policies and rules until sometime after the

In addition, any administrative and court proceedings in China may be protracted, resulting in substantial costs and diversion

of resources and management attention.

From time to time, our post-combination

entity may have to resort to administrative and court proceedings to enforce our legal rights.

However, since PRC administrative and court

authorities have significant discretion in interpreting and implementing statutory and contractual terms, it may be more difficult to

evaluate the outcome of administrative and court proceedings and the level of legal protection our post-combination entity enjoys than

in more developed legal systems.

Furthermore, the PRC legal system is based in part on government policies and internal rules (some of

which are not published in a timely manner or at all) that may have retroactive effect.

As a result, we and our post-combination entity

may not be aware of our violation of these policies and rules until sometime after the violation.

Such uncertainties, including uncertainty

over the scope and effect of our contractual, property (including intellectual property) and procedural rights, and any failure to respond

to changes in the regulatory environment in China could materially and adversely affect our business and impede our post-combination entity’s

ability to continue its operations.

The Chinese government may intervene in

or influence a PRC company’s business operations at any time or exert more oversight and control over offerings conducted overseas

and foreign investment in China-based issuers.

This could result in a material change in a PRC company’s business operations post

business combination and/or the value of its securities.

Additionally, governmental and regulatory interference could significantly limit

or completely hinder a target company’s ability to offer or continue to offer securities to investors post business combination

and cause the value of such securities to significantly decline or be worthless.

The PRC regulatory authorities

have in recent years strengthened the oversight on cybersecurity and data privacy.

According to the institutional reform plan of the State

Council approved by the National People’s Congress on March 10, 2023, the National Data Bureau will be established under the administration

The National Data Bureau will be responsible for, among other things, advancing the development of data-related fundamental

institutions, coordinating the integration, sharing, development and application of data resources, and pushing forward the planning and

building of a digital China, the digital economy and a digital society.

On November 14, 2021, the CAC publicly solicited opinion on the

Regulation on Network Data Security Management (Consultation Draft), which stipulated that data processors that undertake data processing

activities using internet networks within China are required to apply for cybersecurity review if it conducts data processing activities

that will or may have an impact on China’s national security.

The review is mandatory if the data processor controls more than 1

million users’ personal information and intends to be listed in a foreign country, or if the data processor seeks to be listed in

As of the date of this Annual Report, the Draft Regulation on Network Data Security Management has not been formally adopted.

On December 28, 2021, the CAC, jointly with 12 departments under the State Council, implemented the Measures for Cybersecurity Review,

which became effective on February 15, 2022.

According to the Measures for Cybersecurity Review, operators of critical information infrastructure

purchasing network products and services, and data processors carrying out data processing activities that affect or may affect China’s

national security, are required to conduct a cybersecurity review.

Operators, including operators of critical information infrastructure

and data processors, who control more than 1 million users’ personal information must report to the Cyber Security Review Office

for a cybersecurity review if it intends to be listed in a foreign country.

On June 10, 2021, the Standing

Committee of the PRC National People’s Congress (the “SCNPC”), promulgated the PRC Data Security Law, which took effect

in September 2021.

The PRC Data Security Law imposes data security and privacy obligations on entities and individuals carrying out data

activities and introduces a data classification and hierarchical protection system based on the importance of data in economic and social

development, and the degree of harm it will cause to national security, public interests, or legitimate rights and interests of individuals

or organizations when such data is tampered with, destroyed, leaked, illegally acquired or used.

The PRC Data Security Law also provides

for a national security review procedure for data activities that may affect national security and imposes export restrictions on certain

data and information.

On August 20, 2021, the SCNPC adopted the Personal Information Protection Law, which took effect as of November

The Personal Information Protection Law includes the basic rules for personal information processing, the rules for cross-border

provision of personal information, the rights of individuals in personal information processing activities, the obligations of personal

information processors, and the responsibilities for collection, processing, and use of personal information.

Because laws, regulations,

or policies in the PRC could change rapidly in the future, any future action by the PRC government expanding the categories of industries,

persons and companies whose foreign securities offerings are subject to review by the China Securities Regulatory Commission (the “CSRC”)

or the CAC could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and could

cause the value of such securities to significantly decline or be worthless.

Since none of our officers and directors has engaged in data

activities or the processing of personal information in China, we believe our officers and directors are in full compliance with the regulations

and policies that have been issued by the CAC to date.

Even if we do not undertake

an initial business combination with any entity that is based or located in or that conducts its principal business operations in China

(including Hong Kong and Macau), our potential target may, or its customers, vendors or business partners may, collect or generate data

Given that the PRC authorities have significant discretion in interpreting and applying the relevant cybersecurity and data

laws and regulations, there is a risk that any potential target business of ours may be subject to cybersecurity review or other regulatory

actions even though it is not based or located in and does not conduct its principal business operations in China;

and in the event of

such a review, our consummation of a business combination could be materially delayed.

To avoid such risk, we may avoid completing an

initial business combination with such a target business and instead pursue other opportunities, which may limit the pool of attractive

an entity incorporated as a Cayman Islands exempted company, the stock buyback tax is currently not expected to apply to redemptions

of our ordinary shares (absent any regulations or other additional guidance that may be issued in the future).However, in connection

with an initial business combination involving a company organized under the laws of the United States (or any subdivision thereof),

it is possible that we domesticate and continue as a Delaware corporation prior to certain redemptions.

Because we expect that, following

such a domestication, our securities would continue to trade on Nasdaq, in such a case we could be subject to the stock buyback tax with

respect to any subsequent redemptions (including redemptions in connection with the initial business combination) that are treated as

repurchases for this purpose.

In all cases, whether and to what extent we would be subject to the stock buyback tax will depend on a

number of factors, including (i) the structure of the initial business combination, including the extent to which the initial business

combination involves a U.S.

corporation and the extent to which we issue shares in the initial business combination or otherwise during

the same taxable year that are eligible to offset any redemptions or other repurchases, (ii) the fair market value of the shares redeemed

and (iii) the extent such redemptions could be treated as dividends and not as repurchases.

The applicability of the stock buyback tax

to us could be further affected by the content of any regulations, clarifications or other additional guidance from the U.S.

Department that may be issued and applicable to the redemptions.

stock buyback tax that becomes payable as a result of any redemptions of our ordinary shares (or other shares into which such ordinary

shares may be converted) in connection with our initial business combination or otherwise would be payable by us and not by the redeeming

To the extent such taxes are applicable, the amount of cash available to pay redemptions or to transfer to the target business

in connection with our initial business combination may be reduced, which could result in our inability to meet conditions in the agreement

relating to our initial business combination related to a minimum cash requirement, if any, or otherwise result in the shareholders of

the combined company (including any of our shareholders who do not exercise their redemption rights in connection with the initial business

combination) to economically bear the impact of such stock buyback tax.

for income taxes, the proceeds placed in the trust account and the interest earned thereon are not intended to be used to pay for possible

excise tax or any other fees or taxes that may be levied on the Company pursuant to any current, pending or future rules or laws, including

without limitation any excise tax due under the Inflation Reduction Act of 2022 on any redemptions or stock buybacks by the Company.

Related to the Isdera Business Combination

connection with the Isdera Business Combination and during the interim period, we are prohibited from entering into certain transactions

that might otherwise be beneficial to us or its shareholders.

the earlier of consummation of the business combination or termination of the Merger Agreement, we are subject to certain limitations

on the operations of our business, including restrictions on our ability to merge, consolidate or amalgamate with or into, or acquire

(by purchasing a substantial portion of the assets of or equity in, or by any other manner) any entity other than Isdera.

The limitations

on our conduct of our business during this period could have the effect of delaying or preventing other strategic transactions and may,

in some cases, make it impossible to pursue business opportunities that are available only for a limited time.

is no assurance when or if the Isdera Business Combination will be completed.

completion of the proposed Isdera Business Combination is subject to the satisfaction or waiver of a number of conditions as set forth

in the Merger Agreement.

No assurance can be given that the required consents, orders and approvals will be obtained or that the required

conditions to the completion of the business combination will be satisfied.

Even if all such consents, orders and approvals are obtained

and such conditions are satisfied, no assurance can be given as to the terms, conditions and timing of such consents, orders and approvals.

We cannot provide assurance that the business combination will be completed on the terms or timeline currently contemplated, or at all.

Our extraordinary shareholder meeting to approve the proposed Isdera Business Combination may take place before all of the required regulatory

approvals have been obtained and before all conditions to such approvals, if any, are known.

Notwithstanding the foregoing, if the business

combination proposal and the transactions contemplated therein are approved by our shareholders, we would not be required to seek further

approval of our shareholders, even if the conditions imposed in obtaining required regulatory approvals could have an adverse effect

on us or Isdera.

in completing the proposed Isera Business Combination may substantially reduce the expected benefits of such business combination.

the conditions to, and completion of, the business combination may take longer than, and could cost more than what you expect.

in completing or any additional conditions imposed in order to complete the business combination may materially adversely affect the

benefits that you may expect to achieve from the proposed Isdera Business Combination.

may be forced to close the proposed Isdera Business Combination even if we determine that it is no longer in our shareholders’

best interest.

shareholders are protected from a material adverse event of Isdera arising between the date of the Merger Agreement and the date of the

extraordinary general meeting, primarily by the right to redeem their public shares for a pro rata portion of the funds held in our trust

account, calculated as of two (2) business days prior to the consummation of the business combination.

If a material adverse event were

to occur after approval at the extraordinary general meeting, we may be forced to close the business combination even if we determine

that it is no longer in our shareholders’ best interest to do so (as a result of such material adverse event), which could have

a significant negative impact on our business, financial condition or results of operations.

our due diligence investigation of Isdera was inadequate, then our shareholders following the Isdera Business Combination could lose

some or all of their investment.

though we conducted a due diligence investigation of Isdera, we cannot be sure that this diligence uncovered all material issues that

may be present inside Isdera or its business, or that it would be possible to uncover all material issues through a customary amount

of due diligence, or that factors outside of Isdera and its business and outside of its control will not later arise.

Any failure to

have uncovered all material issues relating to Isdera and its business could materially adversely affect the stock performance and the

business prospects of the combined company following the proposed Isdera Business Combination.

Even if our due diligence successfully

identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner inconsistent with Isdera

preliminary risk analysis

will incur significant transaction costs in connection with transactions contemplated by the Merger Agreement, and may not have sufficient

funds for operation if the Isdera Business Combination is not consummated.

will incur significant transaction costs in connection with the proposed Isdera Business Combination.

If the proposed Isdera Business

Combination is not consummated, we may not have sufficient funds to seek an alternative business combination, or to meet our regular

expenses of operation and may be forced to voluntarily liquidate and subsequently dissolve.

Further, even if the proposed Isdera Business

Combination is consummated, these expenses will reduce the amount of cash available to be used for other corporate purposes by the combined

may waive one or more of the conditions to the Isdera Business Combination without resoliciting shareholder approval for the Isdera Business

may agree to waive, in whole or in part, some of the conditions to its obligations to complete the proposed Isdera Business Combination,

to the extent permitted by applicable laws.

Our Board will evaluate the materiality of any waiver to determine whether amendment of this

proxy statement/prospectus and resolicitation of proxies is warranted.

In some instances, if the Board determines that a waiver is not

sufficiently material to warrant resolicitation of our shareholders, we would have the discretion to waive that condition and complete

the proposed Isdera Business Combination without seeking further shareholder approval.

of the Merger Agreement could negatively impact us.

the proposed Isdera Business Combination is not consummated for any reason, including as a result of shareholders declining to approve

the proposals required to effect the Isdera Business Combination, our ongoing business may be adversely impacted and, without realizing

any of the anticipated benefits of the consummation of the proposed Isdera Business Combination, we would be subject to a number of risks,

including the following:

may experience negative reactions from the financial markets, including negative impacts on the share price of the our ordinary shares

and other securities, including to the extent that the current market price reflects a market assumption that the proposed Isdera

Business Combination will be consummated;

will have incurred substantial expenses and will be required to pay certain costs relating to the proposed Isdera Business Combination,

whether or not it is consummated;

the Merger Agreement restricts our conduct prior to consummation of the proposed Isdera Business Combination, we may not have been

able to take certain actions during the pendency of the proposed Isdera Business Combination that would have benefitted it as an

independent company, and the opportunity to take such actions may no longer be available.

Related to Acquiring or Operating Businesses in the PRC

do not currently operate in the PRC.

However, our sponsor and members of our Board of Directors and management have significant business

ties to the People’s Republic of China (PRC) and certain members of our Board of Directors and management are based in or are residents

We may consider a business combination with an entity or business with a physical presence or other significant ties to the

People’s Republic of China which may subject the post business combination business to the laws, regulations and policies of the

As a result, in the future we may be subject to risks related to the PRC as discussed below.

we effect our initial business combination with a business located in the in the People’s Republic of China, the laws applicable

to such business will likely govern all of our material agreements and we may not be able to enforce our legal rights.

we effect our initial business combination with a business located in the PRC, the laws of the country in which such business operates

will govern almost all of the material agreements relating to its operations.

We cannot assure you that we or the target business will

be able to enforce any of its material agreements or that remedies will be adequate in this jurisdiction.

In addition, to the extent

that our target business’s material agreements are with governmental agencies in the PRC, we may not be able to enforce or obtain

a remedy from such agencies due to sovereign immunity, in which the government is deemed to be immune from civil lawsuit or criminal

The inability to enforce or obtain a remedy under any of our future agreements could result in a significant loss of business,

business opportunities or capital.

we effect our initial business combination with a business located in the PRC, we may be subject to certain risks associated with acquiring

and operating businesses in the PRC.

may be subject to certain risks associated with acquiring and operating a business in the PRC in our search for a business combination

and operation of any target business with which we ultimately consummate a business combination.

First, certain rules and regulations

concerning mergers and acquisitions by foreign investors in the PRC may make merger and acquisition activities by foreign investors more

complex and time consuming, including, among others:

requirement that the Ministry of Commerce of the PRC (the “MOFCOM”) be notified in certain circumstances in advance of

any change-of-control transaction in which a foreign investor takes control of a PRC domestic enterprise or the requirement that

the antitrust enforcement agency of the State Council (currently the Antitrust Bureau of the State Administration for Market Regulation)

be notified in advance of any concentration of undertaking if certain thresholds are triggered;

authority of certain government agencies to have scrutiny over the economics of an acquisition transaction and requirement for consideration

in a transaction to be paid within stated time limits;

requirement for mergers and acquisitions by foreign investors that raise “national defense and security” concerns and

mergers and acquisitions through which foreign investors may acquire de facto control over domestic enterprises that raise “national

security” concerns to be subject to strict review by the MOFCOM.

with these and other requirements could be time-consuming, and any required approval processes, including obtaining approval from the

MOFCOM or its local counterparts, may delay or inhibit our ability to complete such transactions, which could affect our ability to acquire

PRC-based businesses.

A business combination we propose may not be able to be completed if the terms of the transaction do not satisfy

aspects of the approval process and may not be completed, even if approved, if they are not consummated within the time permitted by

the approvals granted.

addition, the PRC currently prohibits and/or restricts foreign ownership in certain “restricted industries,” including but

not limited to, for example, certain value added telecommunications services.

There is no assurance that the PRC government will not

apply restrictions in other industries.

If we decide to consummate our initial business combination with a target business based in and

primarily operating in China, the combined company may face various legal and operational risks and uncertainties after the business

As a result, the prohibitions and/or restrictions of foreign ownership in certain “restricted industries” may

limit the pool of acquisition candidates we may acquire in China.

we do not currently operate in the PRC, our sponsor, and majority of our officers and directors currently are located in and/or have

significant ties with the PRC, and the Chinese government could on that basis determine to intervene or influence our operations at any

time, which could result in a material change in our operations and/or the value of our shares.

on our understanding of the current PRC laws and regulations, no prior permission is required under the rules and regulations from

any PRC governmental authorities (including the CSRC) for consummating our IPO by our company, given that:

(a) the CSRC currently

has not issued any definitive rule or interpretation concerning whether offerings like our IPO are subject to the M&A Rules;

(b) our company is a blank check company newly incorporated in Cayman Islands rather than in China with its principal offices in

New York, and (c) our sponsor is a newly incorporated company in the British Virgin Islands, rather than China, has its principal

offices in the British Virgin Islands and currently, the sponsor conducts no business in China.

However, there can be no assurance that

the relevant PRC governmental authorities, including the CSRC, would reach the same conclusion as us, or that the CSRC or any other PRC

governmental authorities would not promulgate new rules or new interpretations of current rules which would require us to

obtain CSRC or other PRC governmental approvals for our IPO.

If the CSRC or another PRC governmental authority subsequently determines

that its approval is needed, we may face approval delays, adverse actions or sanctions by the CSRC or other PRC governmental authorities.

Moreover, in light of recent statements by the Chinese government indicating an intent to exert more oversight and control over offerings

that are conducted overseas and/or foreign investment in companies that it determines are China-based issuers, if the PRC were to determine

that because our sponsor is controlled by a person with significant ties to China that our company is a China-based issuer, any such

determination could significantly limit or significantly hinder our ability to offer or continue to offer securities to investors and

cause the value of our securities to significantly decline or be worthless.

with the PRC Antitrust law may limit our ability to effect our initial business combination.

PRC Antitrust Law became effective on August 1, 2008.

The government authorities in charge of antitrust matters in China are the Antitrust

Bureau of the State Administration for Market Regulation and other antitrust agencies.

The PRC Antitrust Law regulates (1) monopoly agreements,

including decisions or actions in concert that preclude or impede competition, entered into by business operators;

(2) abuse of dominant

market position by business operators;

and (3) concentration of business operators that may have the effect of precluding or impeding

To implement the Antitrust Law, in 2008, the State Council formulated the Rules of the State Council on Declaration Threshold

for Concentration of Business Undertakings (as amended on September 18, 2018), pursuant to which concentration of business operators

refers to (1) merger with other business operators;

(2) gaining control over other business operators through acquisition of equity interest

or assets of other business operators;

and (3) gaining control over other business operators through exerting influence on other business

operators through contracts or other means.

June 24, 2022, the Decision of the Standing Committee of the National People’s Congress to Amend the Antitrust Law of the People’s

Republic of China, or the “Decision to Amend the Antitrust Law,” was adopted and became effective on August 1, 2022.

Decision to Amend the Antitrust Law strengthens the regulation on the internet platforms, requiring that companies shall not use data

and algorithms, technologies, capital advantages, platform rules and other means to engage in monopolistic conduct and also escalates

the administrative penalties for monopolistic conduct and for the failure to notify the antitrust agencies on proposed transactions that

will lead to concentration of businesses.

The State Council Antitrust Enforcement Agency may order to reinstate the original status prior

to the concentration and impose a fine on the operators.

Since such provisions are relatively new, uncertain still remains as to the

interpretation and implementation of such laws and regulations.

The business combination we contemplate may be considered the concentration

of business operators, and to the extent required by the Antitrust Law and the criteria established by the State Council, we must file

with the antitrust authority under the PRC State Council prior to conducting the contemplated business combination.

If the antitrust

authority decides not to further investigate whether the contemplated business combination has the effect of precluding or impeding competition

or fails to make a decision within 30 days from receipt of relevant materials, we may proceed to consummate the contemplated business

If antitrust authority decides to prohibit the contemplated business combination after further investigation, we must terminate

such business combination and would then be forced to either attempt to complete a new business combination or we would be required to

return any amounts which were held in the Trust Account to our shareholders.

When we evaluate a potential business combination, we will

consider the need to comply with the Antitrust Law and other relevant regulations which may limit our ability to effect an acquisition

or may result in our modifying or not pursuing a particular transaction.

Since our initial business combination period is within 12 months

from the closing of our Initial Public Offering, or if we decide to extend the period of time to consummate our initial business combination,

within a maximum of 24 months from the closing of our Initial Public Offering, and the approval process may take a period longer than

we expect before we enter into a definitive agreement with a target company, we may be unable to complete a business combination within

the time period provided for by our amended and restated memorandum and articles of association.

laws and regulations governing our post-combination entity’s business operations are sometimes vague and uncertain and any changes

in such laws and regulations may impair our ability to operate profitably.

are substantial uncertainties regarding the interpretation and application of PRC laws and regulations including, but not limited to,

the laws and regulations governing the post-combination entity’s business and the enforcement and performance of its arrangements

with customers in certain circumstances.

The laws and regulations are sometimes vague and may be subject to future changes, and their

official interpretation and enforcement may involve substantial uncertainty.

The effectiveness and interpretation of newly enacted laws

or regulations, including amendments to existing laws and regulations, may be delayed, and the post-combination entity’s business

may be affected if we rely on laws and regulations which are subsequently adopted or interpreted in a manner different from our understanding

of these laws and regulations.

New laws and regulations that affect existing and proposed future businesses may also be applied retroactively.

We cannot predict what effect the interpretation of existing or new PRC laws or regulations may have on our post-combination entity’s

The PRC legal system is a civil law system based on written statutes.

Unlike the common law system, prior court decisions under

the civil law system may be cited for reference but have limited precedential value.

Since these laws and regulations are relatively

new and the PRC legal system continues to rapidly evolve, the interpretations of many laws, regulations and rules are not always uniform

and the enforcement of these laws, regulations and rules involves uncertainties.

1979, the PRC government began to promulgate a comprehensive system of laws and regulations governing economic matters in general.

overall effect of legislation over the past three decades has significantly enhanced the protections afforded to various forms of foreign

investments in China.

However, China has not developed a fully integrated legal system, and recently enacted laws and regulations may

not sufficiently cover all aspects of economic activities in China.

In particular, the interpretation and enforcement of these laws and

regulations involve uncertainties.

Since PRC administrative and court authorities have significant discretion in interpreting and implementing

statutory provisions and contractual terms, it may be difficult to evaluate the outcome of administrative and court proceedings and the

level of legal protection we enjoy.

These uncertainties may affect our judgment on the relevance of legal requirements and our ability

to enforce our contractual rights or tort claims.

In addition, the regulatory uncertainties may be exploited through unmerited or frivolous

legal actions or threats in attempts to extract payments or benefits from us.

the PRC legal system is based in part on government policies and internal rules, some of which are not published on a timely basis or

at all and may have retroactive effect.

As a result, we may not be aware of our violation of any of these policies and rules until sometime

after the violation.

In addition, any administrative and court proceedings in China may be protracted, resulting in substantial costs

and diversion of resources and management attention.

time to time, our post-combination entity may have to resort to administrative and court proceedings to enforce our legal rights.

since PRC administrative and court authorities have significant discretion in interpreting and implementing statutory and contractual

terms, it may be more difficult to evaluate the outcome of administrative and court proceedings and the level of legal protection our

post-combination entity enjoys than in more developed legal systems.

Furthermore, the PRC legal system is based in part on government

policies and internal rules (some of which are not published in a timely manner or at all) that may have retroactive effect.

we and our post-combination entity may not be aware of our violation of these policies and rules until sometime after the violation.

Such uncertainties, including uncertainty over the scope and effect of our contractual, property (including intellectual property) and

procedural rights, and any failure to respond to changes in the regulatory environment in China could materially and adversely affect

our business and impede our post-combination entity’s ability to continue its operations.

Chinese government may intervene in or influence a PRC company’s business operations at any time or exert more oversight and control

over offerings conducted overseas and foreign investment in China-based issuers.

This could result in a material change in a PRC company’s

business operations post business combination and/or the value of its securities.

Additionally, governmental and regulatory interference

could significantly limit or completely hinder a target company’s ability to offer or continue to offer securities to investors

post business combination and cause the value of such securities to significantly decline or be worthless.

PRC regulatory authorities have in recent years strengthened the oversight on cybersecurity and data privacy.

According to the institutional

reform plan of the State Council approved by the National People’s Congress on March 10, 2023, the National Data Bureau will be

established under the administration of the NDRC.

The National Data Bureau will be responsible for, among other things, advancing the

development of data-related fundamental institutions, coordinating the integration, sharing, development and application of data resources,

and pushing forward the planning and building of a digital China, the digital economy and a digital society.

On November 14, 2021, the

CAC publicly solicited opinion on the Regulation on Network Data Security Management (Consultation Draft), which stipulated that data

processors that undertake data processing activities using internet networks within China are required to apply for cybersecurity review

if it conducts data processing activities that will or may have an impact on China’s national security.

The review is mandatory

if the data processor controls more than 1 million users’ personal information and intends to be listed in a foreign country, or

if the data processor seeks to be listed in Hong Kong.

As of the date of this Annual Report, the Draft Regulation on Network Data Security

Management has not been formally adopted.

On December 28, 2021, the CAC, jointly with 12 departments under the State Council, implemented

the Measures for Cybersecurity Review, which became effective on February 15, 2022.

According to the Measures for Cybersecurity Review,

operators of critical information infrastructure purchasing network products and services, and data processors carrying out data processing

activities that affect or may affect China’s national security, are required to conduct a cybersecurity review.

Operators, including

operators of critical information infrastructure and data processors, who control more than 1 million users’ personal information

must report to the Cyber Security Review Office for a cybersecurity review if it intends to be listed in a foreign country.

June 10, 2021, the Standing Committee of the PRC National People’s Congress (the “SCNPC”), promulgated the PRC Data

Security Law, which took effect in September 2021.

The PRC Data Security Law imposes data security and privacy obligations on entities

and individuals carrying out data activities and introduces a data classification and hierarchical protection system based on the importance

of data in economic and social development, and the degree of harm it will cause to national security, public interests, or legitimate

rights and interests of individuals or organizations when such data is tampered with, destroyed, leaked, illegally acquired or used.

The PRC Data Security Law also provides for a national security review procedure for data activities that may affect national security

and imposes export restrictions on certain data and information.

On August 20, 2021, the SCNPC adopted the Personal Information Protection

Law, which took effect as of November 1, 2021.

The Personal Information Protection Law includes the basic rules for personal information

processing, the rules for cross-border provision of personal information, the rights of individuals in personal information processing

activities, the obligations of personal information processors, and the responsibilities for collection, processing, and use of personal

laws, regulations, or policies in the PRC could change rapidly in the future, any future action by the PRC government expanding the categories

of industries, persons and companies whose foreign securities offerings are subject to review by the China Securities Regulatory Commission

(the “CSRC”) or the CAC could significantly limit or completely hinder our ability to offer or continue to offer securities

to investors and could cause the value of such securities to significantly decline or be worthless.

Since none of our officers and directors

has engaged in data activities or the processing of personal information in China, we believe our officers and directors are in full

compliance with the regulations and policies that have been issued by the CAC to date.

if we do not undertake an initial business combination with any entity that is based or located in or that conducts its principal business

operations in China (including Hong Kong and Macau), our potential target may, or its customers, vendors or business partners may, collect

or generate data in China.

Given that the PRC authorities have significant discretion in interpreting and applying the relevant cybersecurity

and data laws and regulations, there is a risk that any potential target business of ours may be subject to cybersecurity review or other

regulatory actions even though it is not based or located in and does not conduct its principal business operations in China;

the event of such a review, our consummation of a business combination could be materially delayed.

To avoid such risk, we may avoid

completing an initial business combination with such a target business and instead pursue other opportunities, which may limit the pool

of attractive targets.

As a result, our search for a target company may be adversely affected.

If we successfully consummate a business

combination with a target business with primary operations in the PRC, we will be subject to restrictions on dividend payments following

consummation of our initial business combination.

After we consummate our initial

business combination, we may rely on dividends and other distributions from our operating company to provide us with cash flow and to

meet our obligations.

Current regulations in China would permit our operating company in China to pay dividends to us only out of its

accumulated distributable profits, if any, determined in accordance with Chinese accounting standards and regulations.

In addition, our operating

company in China will be required to set aside at least 10% (up to an aggregate amount equal to half of its registered capital) of its

accumulated profits each year.

Each of our PRC subsidiaries as a foreign invested enterprise, is also required to further set aside a

portion of its after-tax profits to fund the employee welfare fund, although the amount to be set aside, if any, is determined at its

we successfully consummate a business combination with a target business with primary operations in the PRC, we will be subject to restrictions

on dividend payments following consummation of our initial business combination.

we consummate our initial business combination, we may rely on dividends and other distributions from our operating company to provide

us with cash flow and to meet our obligations.

Current regulations in China would permit our operating company in China to pay dividends

to us only out of its accumulated distributable profits, if any, determined in accordance with Chinese accounting standards and regulations.

addition, our operating company in China will be required to set aside at least 10% (up to an aggregate amount equal to half of its registered

capital) of its accumulated profits each year.

Each of our PRC subsidiaries as a foreign invested enterprise, is also required to further

set aside a portion of its after-tax profits to fund the employee welfare fund, although the amount to be set aside, if any, is determined

at its discretion.

Such cash reserve may not be distributed as cash dividends.

In addition, if our operating company in China incurs debt on

its own behalf in the future, the instruments governing the debt may restrict its ability to pay dividends or make other payments to us.

In addition, the PRC Enterprise

Income Tax Law (the “PRC EIT Law”) and its implementation rules provide that a withholding tax rate of up to 10% will be applicable

to dividends payable by Chinese companies to non-PRC-resident enterprises unless otherwise exempted or reduced according to treaties or

arrangements between the PRC central government and governments of other countries or regions where the non-PRC resident enterprises are

incorporated.

Any actions by the Chinese government, including

any decision to intervene or influence the operations of us or any future PRC subsidiary at any time or to exert control over any offering

of securities conducted overseas and/or foreign investment in China-based issuers, may cause us to make material changes to our search

of any target company in China and globally, and the operations of any future PRC subsidiary, may limit or completely hinder our ability

to offer or continue to offer securities to investors, and may cause the value of such securities to significantly decline or be worthless.

As a blank check company

with no material operations of our own, we conduct our operations through our sponsor and majority of our executive officers and directors

who are located in or have significant ties to the PRC.

Therefore, we are subject to the risks of uncertainty in the interpretation and

enforcement of laws and regulations in PRC.

The Chinese government has

exercised and continues to exercise substantial control over virtually every sector of the Chinese economy through regulation and state

The ability of our future subsidiary to operate in China may be impaired by changes in its laws and regulations, including

those relating to taxation, environmental regulations, land use rights, foreign investment limitations, and other matters.

or local governments of China may at any time impose new, stricter regulations or interpretations of existing regulations that would require

additional expenditures and efforts on our part to ensure our PRC subsidiary a compliance with such regulations or interpretations.

such, any future PRC subsidiary may be subject to various government and regulatory interference in the provinces in which they operate.

They could be subject to regulation by various political and regulatory entities, including various local and municipal agencies and government

sub-divisions.

They may incur increased costs necessary to comply with existing and newly adopted laws and regulations or penalties for

any failure to comply.

Even though we do not believe

we need to obtain any approval or permission from relevant government agencies in order for us or our officers and directors to conduct

search of target in China and globally, it is uncertain when and whether we will be required to obtain such permission in the future.

Furthermore, it is uncertain

when and whether we will be required to obtain permission from the PRC government to list on U.S.

exchanges in the future, and even

when such permission is obtained, whether it will be denied or rescinded.

Our search of any target company in China and globally, and

the operations following a business combination with a PRC entity could be adversely affected, directly or indirectly, by existing or

future laws and regulations relating to our business or industry, particularly in the event permission to list on U.S.

In addition, if our operating company in China incurs

debt on its own behalf in the future, the instruments governing the debt may restrict its ability to pay dividends or make other payments

addition, the PRC Enterprise Income Tax Law (the “PRC EIT Law”) and its implementation rules provide that a withholding tax

rate of up to 10% will be applicable to dividends payable by Chinese companies to non-PRC-resident enterprises unless otherwise exempted

or reduced according to treaties or arrangements between the PRC central government and governments of other countries or regions where

the non-PRC resident enterprises are incorporated.

actions by the Chinese government, including any decision to intervene or influence the operations of us or any future PRC subsidiary

at any time or to exert control over any offering of securities conducted overseas and/or foreign investment in China-based issuers,

may cause us to make material changes to our search of any target company in China and globally, and the operations of any future PRC

subsidiary, may limit or completely hinder our ability to offer or continue to offer securities to investors, and may cause the value

of such securities to significantly decline or be worthless.

a blank check company with no material operations of our own, we conduct our operations through our sponsor and majority of our executive

officers and directors who are located in or have significant ties to the PRC.

Therefore, we are subject to the risks of uncertainty

in the interpretation and enforcement of laws and regulations in PRC.

Chinese government has exercised and continues to exercise substantial control over virtually every sector of the Chinese economy through

regulation and state ownership.

The ability of our future subsidiary to operate in China may be impaired by changes in its laws and regulations,

including those relating to taxation, environmental regulations, land use rights, foreign investment limitations, and other matters.

The central or local governments of China may at any time impose new, stricter regulations or interpretations of existing regulations

that would require additional expenditures and efforts on our part to ensure our PRC subsidiary a compliance with such regulations or

interpretations.

As such, any future PRC subsidiary may be subject to various government and regulatory interference in the provinces

in which they operate.

They could be subject to regulation by various political and regulatory entities, including various local and

municipal agencies and government sub-divisions.

They may incur increased costs necessary to comply with existing and newly adopted laws

and regulations or penalties for any failure to comply.

though we do not believe we need to obtain any approval or permission from relevant government agencies in order for us or our officers

and directors to conduct search of target in China and globally, it is uncertain when and whether we will be required to obtain such

permission in the future.

it is uncertain when and whether we will be required to obtain permission from the PRC government to list on U.S.

the future, and even when such permission is obtained, whether it will be denied or rescinded.

Our search of any target company in China

and globally, and the operations following a business combination with a PRC entity could be adversely affected, directly or indirectly,

by existing or future laws and regulations relating to our business or industry, particularly in the event permission to list on U.S.

may be later required, or withheld or rescinded once given.

Accordingly, government actions

in the future, including any decision to intervene or influence our search of any target company in China and globally, and the operations

of any future PRC subsidiary at any time or to exert control over an offering of securities conducted overseas and/or foreign investment

in China-based issuers, may cause us to make material changes to our operation or the operations of any future PRC subsidiary, may limit

or completely hinder our ability to offer or continue to offer securities to investors, and/or may cause the value of such securities

to significantly decline or be worthless.

We may undertake our initial business combination

with an entity or business which is based in a foreign country and the laws and regulations of such foreign countries may not afford U.S.

investors or regulatory agencies access to information normally available to them with respect to U.S.

government actions in the future, including any decision to intervene or influence our search of any target company in China and globally,

and the operations of any future PRC subsidiary at any time or to exert control over an offering of securities conducted overseas and/or

foreign investment in China-based issuers, may cause us to make material changes to our operation or the operations of any future PRC

subsidiary, may limit or completely hinder our ability to offer or continue to offer securities to investors, and/or may cause the value

of such securities to significantly decline or be worthless.

may undertake our initial business combination with an entity or business which is based in a foreign country and the laws and regulations

of such foreign countries may not afford U.S.

investors or regulatory agencies access to information normally available to them with

respect to U.S.

based entities.

In November 2020, the

SEC Staff issued guidance regarding certain risks and considerations that should be considered by investors regarding foreign entities,

specifically the limited ability of U.S.

investors and regulatory agencies to rely upon or obtain information from foreign based entities,

specifically China based entities, under the laws and regulations of such foreign countries.

As stated by the SEC Staff.

China-based Issuers that access the U.S.

public capital markets generally have the same disclosure obligations and legal responsibilities

as other non-U.S.

issuers, the Commission’s ability to promote and enforce high-quality disclosure standards for China-based Issuers

may be materially limited.

As a result, there is substantially greater risk that their disclosures may be incomplete or misleading.

addition, in the event of investor harm, investors generally will have substantially less access to recourse, in comparison to U.S.

companies and foreign issuers in other jurisdictions.” Among other potential issues and risks cited by the SEC Staff, the SEC Staff

identified restrictions in China which restricted the PCAOB’s ability to inspect audit work and practices of PCAOB-registered public

accounting firms in China and on the PCAOB’s ability to inspect audit work with respect to China-based issuer audits by PCAOB-registered

public accounting firms in Hong Kong.

Further, current laws and

regulations in China as well as other potential target countries, can limit or restrict investigations and similar activities by U.S.

regulatory agencies such as the SEC to gather information regarding the securities and other activities of issuers based in the foreign

countries where such laws or regulations exist.

According to Article 177 of the newly amended PRC Securities Law which became effective

in March 2020 (the “Article 177”), the securities regulatory authority of the PRC State Council may collaborate with

securities regulatory authorities of other countries or regions in order to monitor and oversee cross border securities activities.

177 further provides that overseas securities regulatory authorities are not allowed to carry out investigation and evidence collection

directly within the territory of the PRC, and that any Chinese entities and individuals are not allowed to provide documents or materials

related to securities business activities to overseas agencies without prior consent of the securities regulatory authority of the PRC

State Council and the competent departments of the PRC State Council.

November 2020, the SEC Staff issued guidance regarding certain risks and considerations that should be considered by investors

regarding foreign entities, specifically the limited ability of U.S.

investors and regulatory agencies to rely upon or obtain information

from foreign based entities, specifically China based entities, under the laws and regulations of such foreign countries.

the SEC Staff.

“[A]lthough China-based Issuers that access the U.S.

public capital markets generally have the same disclosure obligations

and legal responsibilities as other non-U.S.

issuers, the Commission’s ability to promote and enforce high-quality disclosure standards

for China-based Issuers may be materially limited.

As a result, there is substantially greater risk that their disclosures may be incomplete

or misleading.

In addition, in the event of investor harm, investors generally will have substantially less access to recourse, in comparison

domestic companies and foreign issuers in other jurisdictions.” Among other potential issues and risks cited by the SEC

Staff, the SEC Staff identified restrictions in China which restricted the PCAOB’s ability to inspect audit work and practices

of PCAOB-registered public accounting firms in China and on the PCAOB’s ability to inspect audit work with respect to China-based

issuer audits by PCAOB-registered public accounting firms in Hong Kong.

current laws and regulations in China as well as other potential target countries, can limit or restrict investigations and similar activities

regulatory agencies such as the SEC to gather information regarding the securities and other activities of issuers based in the

foreign countries where such laws or regulations exist.

According to Article 177 of the newly amended PRC Securities Law which became

effective in March 2020 (the “Article 177”), the securities regulatory authority of the PRC State Council may collaborate

with securities regulatory authorities of other countries or regions in order to monitor and oversee cross border securities activities.

Article 177 further provides that overseas securities regulatory authorities are not allowed to carry out investigation and evidence

collection directly within the territory of the PRC, and that any Chinese entities and individuals are not allowed to provide documents

or materials related to securities business activities to overseas agencies without prior consent of the securities regulatory authority

of the PRC State Council and the competent departments of the PRC State Council.

Investors should be aware that the U.S.

Holding Foreign Companies

Accountable Act, which requires that the PCAOB be permitted to inspect an issuer’s public accounting firm within three years, may

result in the delisting of the operating company in the future if the PCAOB is unable to inspect the firm.

Although we have not identified

a potential target business nor any particular country in which a business combination may occur, we intend to consider potential target

business in foreign jurisdictions, including China based entities and businesses, and therefore investors should be aware of risks related

to the ability to obtain information and conduct investigations and be afforded protections by U.S.- based agencies such as the SEC related

to any such business combination with a target business in a foreign country and consider such risks prior to investing in our securities.

Though we will not consider or undertake

an initial business combination with any company the financial statements of which are audited by an accounting firm that the PCAOB is

unable to inspect for two consecutive years, we cannot assure you that certain existing or future U.S.

laws and regulations may not restrict

or eliminate our ability to complete a business combination with certain companies, particularly those target companies in China.

The PCAOB is currently unable

to conduct inspections on accounting firms in the PRC without the approval of the Chinese government authorities.

The auditor and its

audit work in the PRC may not be inspected fully by the PCAOB.

Inspections of other auditors conducted by the PCAOB outside China have

at times identified deficiencies in those auditors’ audit procedures and quality control procedures, which may be addressed as part

of the inspection process to improve future audit quality.

The lack of PCAOB inspections of audit work undertaken in China prevents the

PCAOB from regularly evaluating the PRC auditor’s audits and its quality control procedures.

Further, future developments

Holding Foreign

Companies Accountable Act, which requires that the PCAOB be permitted to inspect an issuer’s public accounting firm within three

years, may result in the delisting of the operating company in the future if the PCAOB is unable to inspect the firm.

Although we have

not identified a potential target business nor any particular country in which a business combination may occur, we intend to consider

potential target business in foreign jurisdictions, including China based entities and businesses, and therefore investors should be

aware of risks related to the ability to obtain information and conduct investigations and be afforded protections by U.S.- based agencies

such as the SEC related to any such business combination with a target business in a foreign country and consider such risks prior to

investing in our securities.

we will not consider or undertake an initial business combination with any company the financial statements of which are audited by an

accounting firm that the PCAOB is unable to inspect for two consecutive years, we cannot assure you that certain existing or future U.S.

laws and regulations may not restrict or eliminate our ability to complete a business combination with certain companies, particularly

those target companies in China.

PCAOB is currently unable to conduct inspections on accounting firms in the PRC without the approval of the Chinese government authorities.

The auditor and its audit work in the PRC may not be inspected fully by the PCAOB.

Inspections of other auditors conducted by the PCAOB

outside China have at times identified deficiencies in those auditors’ audit procedures and quality control procedures, which may

be addressed as part of the inspection process to improve future audit quality.

The lack of PCAOB inspections of audit work undertaken

in China prevents the PCAOB from regularly evaluating the PRC auditor’s audits and its quality control procedures.

future developments in U.S.

laws may restrict our ability or willingness to complete certain business combinations with companies.

For instance, the recently

enacted Holding Foreign Companies Accountable Act (the “HFCA Act”) would restrict our ability to consummate a business combination

with a target business unless that business met certain standards of the PCAOB and would require delisting of a company from U.S.

securities exchanges if the PCAOB is unable to inspect its public accounting firm for three consecutive years.

The HFCA Act also requires

public companies to disclose, among other things, whether they are owned or controlled by a foreign government, specifically, those based

Furthermore, the documentation we may be required to submit to the SEC proving certain beneficial ownership requirements and

establishing that we are not owned or controlled by a foreign government in the event that we use a foreign public accounting firm not

subject to inspection by the PCAOB or where the PCAOB is unable to completely inspect or investigate our accounting practices or financial

statements because of a position taken by an authority in the foreign jurisdiction could be onerous and time consuming to prepare.

Furthermore, on June 22,

2021, the U.S.

Senate passed the Accelerating Holding Foreign Companies Accountable Act (“AHFCAA”), which, if signed into

law, would amend the HFCA Act and require the SEC to prohibit an issuer’s securities from trading on any U.S.

stock exchanges if

its auditor is not subject to PCAOB inspections for two consecutive years instead of three consecutive years.

Our financial statements

are currently audited by Audit Alliance LLP, which is subject to inspection by the PCAOB.

And as a result, we affirmatively exclude any

target of which financial statements are audited by an accounting firm that the United States PCAOB is unable to inspect for two consecutive

years beginning in 2021 and thus, we may not be able to consummate a business combination with a favored target business due to these

On November 5, 2021,

the SEC approved the PCAOB’s Rule 6100, Board Determinations Under the Holding Foreign Companies Accountable Act.

provides a framework for the PCAOB to use when determining, as contemplated under the HFCA Act, whether it is unable to inspect or investigate

completely registered public accounting firms located in a foreign jurisdiction because of a position taken by one or more authorities

in that jurisdiction.

Pursuant to the Holding Foreign

Companies Accountable Act, or the HFCA Act, the PCAOB issued a Determination Report on December 16, 2021 which found that the PCAOB

is unable to inspect or investigate completely registered public accounting firms headquartered in (1) mainland China of the PRC because

of a position taken by one or more authorities in mainland China and (2) Hong Kong, a Special Administrative Region and dependency of

the PRC, because of a position taken by one or more authorities in Hong Kong.

In addition, the PCAOB’s report identified the specific

registered public accounting firms which are subject to these determinations.

Our auditor, WWC, P.C., is headquartered in San Mateo, California,

and, as an auditor of companies that are traded publicly in the United States and a firm registered with the PCAOB, is subject to laws

in the United States pursuant to which the PCAOB conducts regular inspections to assess its compliance with the applicable professional

Our auditor was not identified in this report as a firm subject to the PCAOB’s determination announced on December 16,

As a result, we do not believe that the Holding Foreign Companies Accountable Act and related regulations will affect us.

On August 26,

2022, the PCAOB announced that it had signed a Statement of Protocol (the “SOP”) with the China Securities Regulatory Commission

and the Ministry of Finance of China.

The SOP, together with two protocol agreements governing inspections and investigations (together,

the “SOP Agreement”), establishes a specific, accountable framework to make possible complete inspections and investigations

by the PCAOB of audit firms based in mainland China and Hong Kong, as required under U.S.

The SOP Agreement remains unpublished and

is subject to further explanation and implementation.

Pursuant to the fact sheet with respect to the SOP Agreement disclosed by the SEC,

the PCAOB shall have sole discretion to select any audit firms for inspection or investigation and the PCAOB inspectors and investigators

shall have a right to see all audit documentation without redaction.

On December 15, 2022, the PCAOB announced that it was able

to secure complete access to inspect and investigate PCAOB-registered public accounting firms headquartered in mainland China and Hong

Kong completely in 2022.

Notwithstanding the foregoing,

in the event that we decide to consummate our initial business combination with a target business based in or primarily operating in China,

if there is any regulatory change which prohibits the independent accountants from providing audit documentations located in mainland

China or Hong Kong to the PCAOB for inspection or investigation or the PCAOB expands the scope of the Determination Report so that the

target company or the combined company is subject to the HFCA Act, as the same may be amended, you may be deprived of the benefits of

such inspection which could result in limitation or restriction to our access to the U.S capital markets and trading of our securities

on a national securities exchange or in the over-the-counter trading market in the U.S.

may be prohibited, under the HFCA Act.

The SEC has adopted final

rules to implement the HFCA Act and may propose additional rules or guidance that could impact us if our auditor is not subject to PCAOB

For example, on August 6, 2020, the President’s Working Group on Financial Markets, or the PWG, issued the Report

on Protecting United States Investors from Significant Risks from Chinese Companies to the then President of the United States.

recommended the SEC implement five recommendations to address companies from jurisdictions that do not provide the PCAOB with sufficient

access to fulfill its statutory mandate.

Some of the concepts of these recommendations were implemented with the enactment of the HFCA

instance, the recently enacted Holding Foreign Companies Accountable Act (the “HFCA Act”) would restrict our ability to consummate

a business combination with a target business unless that business met certain standards of the PCAOB and would require delisting of

a company from U.S.

national securities exchanges if the PCAOB is unable to inspect its public accounting firm for three consecutive

The HFCA Act also requires public companies to disclose, among other things, whether they are owned or controlled by a foreign

government, specifically, those based in China.

Furthermore, the documentation we may be required to submit to the SEC proving certain

beneficial ownership requirements and establishing that we are not owned or controlled by a foreign government in the event that we use

a foreign public accounting firm not subject to inspection by the PCAOB or where the PCAOB is unable to completely inspect or investigate

our accounting practices or financial statements because of a position taken by an authority in the foreign jurisdiction could be onerous

and time consuming to prepare.

on June 22, 2021, the U.S.

Senate passed the Accelerating Holding Foreign Companies Accountable Act (“AHFCAA”), which,

if signed into law, would amend the HFCA Act and require the SEC to prohibit an issuer’s securities from trading on any U.S.

exchanges if its auditor is not subject to PCAOB inspections for two consecutive years instead of three consecutive years.

financial statements are currently audited by Audit Alliance LLP, which is subject to inspection by the PCAOB.

And as a result, we affirmatively

exclude any target of which financial statements are audited by an accounting firm that the United States PCAOB is unable to inspect

for two consecutive years beginning in 2021 and thus, we may not be able to consummate a business combination with a favored target business

due to these laws.

November 5, 2021, the SEC approved the PCAOB’s Rule 6100, Board Determinations Under the Holding Foreign Companies

Accountable Act.

Rule 6100 provides a framework for the PCAOB to use when determining, as contemplated under the HFCA Act, whether

it is unable to inspect or investigate completely registered public accounting firms located in a foreign jurisdiction because of a position

taken by one or more authorities in that jurisdiction.

to the Holding Foreign Companies Accountable Act, or the HFCA Act, the PCAOB issued a Determination Report on December 16, 2021

which found that the PCAOB is unable to inspect or investigate completely registered public accounting firms headquartered in (1) mainland

China of the PRC because of a position taken by one or more authorities in mainland China and (2) Hong Kong, a Special Administrative

Region and dependency of the PRC, because of a position taken by one or more authorities in Hong Kong.

In addition, the PCAOB’s

report identified the specific registered public accounting firms which are subject to these determinations.

Our auditor, WWC, P.C.,

is headquartered in San Mateo, California, and, as an auditor of companies that are traded publicly in the United States and a firm registered

with the PCAOB, is subject to laws in the United States pursuant to which the PCAOB conducts regular inspections to assess its compliance

with the applicable professional standards.

Our auditor was not identified in this report as a firm subject to the PCAOB’s determination

announced on December 16, 2021.

As a result, we do not believe that the Holding Foreign Companies Accountable Act and related regulations

will affect us.

On August 26, 2022, the PCAOB announced that it had signed a Statement of Protocol (the “SOP”) with

the China Securities Regulatory Commission and the Ministry of Finance of China.

The SOP, together with two protocol agreements governing

inspections and investigations (together, the “SOP Agreement”), establishes a specific, accountable framework to make possible

complete inspections and investigations by the PCAOB of audit firms based in mainland China and Hong Kong, as required under U.S.

The SOP Agreement remains unpublished and is subject to further explanation and implementation.

Pursuant to the fact sheet with respect

to the SOP Agreement disclosed by the SEC, the PCAOB shall have sole discretion to select any audit firms for inspection or investigation

and the PCAOB inspectors and investigators shall have a right to see all audit documentation without redaction.

On December 15,

2022, the PCAOB announced that it was able to secure complete access to inspect and investigate PCAOB-registered public accounting firms

headquartered in mainland China and Hong Kong completely in 2022.

Notwithstanding

the foregoing, in the event that we decide to consummate our initial business combination with a target business based in or primarily

operating in China, if there is any regulatory change which prohibits the independent accountants from providing audit documentations

located in mainland China or Hong Kong to the PCAOB for inspection or investigation or the PCAOB expands the scope of the Determination

Report so that the target company or the combined company is subject to the HFCA Act, as the same may be amended, you may be deprived

of the benefits of such inspection which could result in limitation or restriction to our access to the U.S capital markets and trading

of our securities on a national securities exchange or in the over-the-counter trading market in the U.S.

may be prohibited, under the

SEC has adopted final rules to implement the HFCA Act and may propose additional rules or guidance that could impact us if our auditor

is not subject to PCAOB inspection.

For example, on August 6, 2020, the President’s Working Group on Financial Markets, or

the PWG, issued the Report on Protecting United States Investors from Significant Risks from Chinese Companies to the then President

of the United States.

This report recommended the SEC implement five recommendations to address companies from jurisdictions that do

not provide the PCAOB with sufficient access to fulfill its statutory mandate.

Some of the concepts of these recommendations were implemented

with the enactment of the HFCA Act.

However, some of the recommendations were more stringent than the HFCA Act.

For example, if a company was not subject to PCAOB inspection,

the report recommended that the transition period before a company would be delisted would end on January 1, 2022.

The SEC’s final rules

to implement the HFCA Act require the SEC to identify registrants having filed an annual report with an audit report issued by a registered

public accounting firm that is located in a foreign jurisdiction that the PCAOB is unable to inspect or investigate and require such issuers

to submit documentation that, if true, it is not owned or controlled by a governmental entity in the public accounting firm’s foreign

jurisdiction.

The amendments also require foreign issuers to provide certain additional disclosures in its annual report for itself and

any of its consolidated foreign operating entities and provides notice regarding the procedures the SEC has established to identify issuers

and to impose trading prohibitions on the securities of such issuers as required by the HFCA Act.

The SEC has also announced amendments

to various annual report forms to accommodate the certification and disclosure requirements of the HFCA Act.

There could be additional

regulatory or legislative requirements or guidance that could impact us if our auditor is not subject to PCAOB inspection.

The implications

of these possible regulations in addition to the requirements of the HFCA Act are uncertain, and such uncertainty could cause the market

price of our securities to be materially and adversely affected.

If, for whatever reason, the PCAOB is unable to conduct inspections or

full investigations of our auditor, the Company could be delisted or prohibited from being traded over the counter earlier than would

be required by the HFCA Act.

If our securities are unable to be listed on another securities exchange by then, such delisting and prohibition

would substantially impair your ability to sell or purchase our securities when you wish to do so, and the risk and uncertainty associated

with potential delisting and prohibition would have a negative impact on the price of our securities.

Also, such delisting and prohibition

could significantly affect the Company’s ability to raise capital on acceptable terms, or at all, which would have a material adverse

effect on the Company’s business, financial condition and prospects.

Inspections of audit firms

that the PCAOB has conducted have identified deficiencies in those firms’ audit procedures and quality control procedures, which

may be addressed as part of the inspection process to improve future audit quality.

If the PCAOB were unable to conduct inspections or

full investigations of the Company’s auditor, investors in our securities would be deprived of the benefits of such PCAOB inspections.

For example, if a company

was not subject to PCAOB inspection, the report recommended that the transition period before a company would be delisted would end on

January 1, 2022.

SEC’s final rules to implement the HFCA Act require the SEC to identify registrants having filed an annual report with an audit

report issued by a registered public accounting firm that is located in a foreign jurisdiction that the PCAOB is unable to inspect or

investigate and require such issuers to submit documentation that, if true, it is not owned or controlled by a governmental entity in

the public accounting firm’s foreign jurisdiction.

The amendments also require foreign issuers to provide certain additional disclosures

in its annual report for itself and any of its consolidated foreign operating entities and provides notice regarding the procedures the

SEC has established to identify issuers and to impose trading prohibitions on the securities of such issuers as required by the HFCA

The SEC has also announced amendments to various annual report forms to accommodate the certification and disclosure requirements

of the HFCA Act.

There could be additional regulatory or legislative requirements or guidance that could impact us if our auditor is

not subject to PCAOB inspection.

The implications of these possible regulations in addition to the requirements of the HFCA Act are uncertain,

and such uncertainty could cause the market price of our securities to be materially and adversely affected.

If, for whatever reason,

the PCAOB is unable to conduct inspections or full investigations of our auditor, the Company could be delisted or prohibited from being

traded over the counter earlier than would be required by the HFCA Act.

If our securities are unable to be listed on another securities

exchange by then, such delisting and prohibition would substantially impair your ability to sell or purchase our securities when you

wish to do so, and the risk and uncertainty associated with potential delisting and prohibition would have a negative impact on the price

of our securities.

Also, such delisting and prohibition could significantly affect the Company’s ability to raise capital on acceptable

terms, or at all, which would have a material adverse effect on the Company’s business, financial condition and prospects.

of audit firms that the PCAOB has conducted have identified deficiencies in those firms’ audit procedures and quality control procedures,

which may be addressed as part of the inspection process to improve future audit quality.

If the PCAOB were unable to conduct inspections

or full investigations of the Company’s auditor, investors in our securities would be deprived of the benefits of such PCAOB inspections.

In addition, the inability of the PCAOB to conduct inspections or full investigations of auditors would may make it more difficult to

evaluate the effectiveness of the Company’s independent registered public accounting firm’s audit procedures or quality control

procedures as compared to auditors that are subject to the PCAOB inspections, which could cause investors and potential investors in our

shares to lose confidence in the audit procedures of our auditor and reported financial information and the quality of our financial statements.

Additionally, other developments

laws and regulatory environment, including but not limited to executive orders such as Executive Order (E.O.) 13959, “Addressing

the Threat from Securities Investments That Finance Communist Chinese Military Companies,” may further restrict our ability to complete

a business combination with certain China-based businesses.

Recent regulatory actions by the government

of the People’s Republic of China with respect to foreign capital efforts and activities, including Business Combinations with offshore

shell companies such as SPACs, may adversely impact our ability to consummate a business combination with a China based entity or business,

or materially impact the value of our securities following any such business combination .

While we have not identified

any specific business combination target as of yet, since the completion of our initial public offering we have initiated our research

effort to identify a large number of potential targets, and we may eventually identify and submit for shareholder approval a business

combination with a target business located or based in China.

On July 30, 2021, the Chairman of the SEC issued a statement highlighting

potential issues resulting from recent China regulatory changes and guidance that may impact investors’ investments in China based

According to the SEC’s Chairman, the People’s Republic of China provided new guidance to and placed restrictions

on China-based companies raising capital offshore, including through associated offshore shell companies.

These developments include China

government-led cybersecurity reviews of certain companies raising capital through offshore entities.

procedures as compared to auditors that are subject to the PCAOB inspections, which could cause investors and potential investors in

our shares to lose confidence in the audit procedures of our auditor and reported financial information and the quality of our financial

Additionally,

other developments in U.S.

laws and regulatory environment, including but not limited to executive orders such as Executive Order (E.O.)

13959, “Addressing the Threat from Securities Investments That Finance Communist Chinese Military Companies,” may further

restrict our ability to complete a business combination with certain China-based businesses.

regulatory actions by the government of the People’s Republic of China with respect to foreign capital efforts and activities,

including Business Combinations with offshore shell companies such as SPACs, may adversely impact our ability to consummate a business

combination with a China based entity or business, or materially impact the value of our securities following any such business combination .

we have not identified any specific business combination target as of yet, since the completion of our initial public offering we have

initiated our research effort to identify a large number of potential targets, and we may eventually identify and submit for shareholder

approval a business combination with a target business located or based in China.

On July 30, 2021, the Chairman of the SEC issued

a statement highlighting potential issues resulting from recent China regulatory changes and guidance that may impact investors’

investments in China based entities.

According to the SEC’s Chairman, the People’s Republic of China provided new guidance

to and placed restrictions on China-based companies raising capital offshore, including through associated offshore shell companies.

These developments include China government-led cybersecurity reviews of certain companies raising capital through offshore entities.

This is relevant to U.S.

In a number of sectors in China, companies are not allowed to have foreign ownership and cannot directly list on exchanges outside of

To raise money on such exchanges, many China-based operating companies are structured as Variable Interest Entities (VIEs).

such an arrangement, a China-based operating company typically establishes an offshore shell company in another jurisdiction, such as

the Cayman Islands, to issue stock to public shareholders.

investors, this arrangement creates “exposure” to the

China-based operating company, though only through a series of service contracts and other contracts.

To be clear, though, neither the

investors in the shell company’s stock, nor the offshore shell company itself, has stock ownership in the China-based operating

On March 15, 2019,

the National People’s Congress approved the Foreign Investment Law, which took effect on January 1, 2020 and replaced three

existing laws on foreign investments in China, namely, the PRC Equity Joint Venture Law, the PRC Cooperative Joint Venture Law and the

Wholly Foreign-owned Enterprise Law, together with their implementation rules and ancillary regulations.

The Foreign Investment Law embodies

an expected PRC regulatory trend to rationalize its foreign investment regulatory regime in line with prevailing international practice

and the legislative efforts to unify the corporate legal requirements for both foreign and domestic invested enterprises in China.

Foreign Investment Law establishes the basic framework for the access to, and the promotion, protection and administration of foreign

investments in view of investment protection and fair competition.

According to the China Foreign

Investment Law, “foreign investment” refers to investment activities directly or indirectly conducted by one or more natural

persons, business entities, or otherwise organizations of a foreign country (collectively referred to as “foreign investor”)

within China, and the investment activities include the following situations:

(i) a foreign investor, individually or collectively with

other investors, establishes a foreign-invested enterprise within China;

(ii) a foreign investor acquires stock shares, equity shares,

shares in assets, or other like rights and interests of an enterprise within China;

(iii) a foreign investor, individually or collectively

with other investors, invests in a new project within China;

and (iv) investments in other means as provided by laws, administrative regulations,

or the State Council.

The “variable interest entity” structure, or VIE structure, has been adopted by many PRC-based companies

to obtain necessary licenses and permits in the industries that are currently subject to foreign investment restrictions in China.

the Foreign Investment Law, variable interest entities that are controlled via contractual arrangement would also be deemed as equivalent

to VIEs, if they are ultimately “controlled” by foreign investors.

Therefore, for any companies with a VIE structure in an

industry category that is included in the “negative list” as a restricted industry, the VIE structure may be deemed legitimate

only if the ultimate controlling person(s) is/are of PRC nationality (either PRC companies or PRC citizens).

Conversely, if the actual

controlling person(s) is/are of foreign nationalities, then the variable interest entities will be treated as VIEs and any operation in

the industry category on the “negative list” without market entry clearance may be considered as illegal.

The Chinese government has exercised and

continues to exercise substantial control over virtually every sector of the Chinese economy through regulation and state ownership .

If we were to undertake a

business combination with a China based business, our ability to operate in China may be harmed by changes in its laws and regulations,

including those relating to taxation, cyber security, environmental regulations, land use rights, property and other matters.

or local governments of jurisdictions such as China may impose new, stricter regulations or interpretations of existing regulations that

would require additional expenditures and efforts on our part to ensure our compliance with such regulations or interpretations.

There are substantial uncertainties

regarding the interpretation and application of PRC laws and regulations.

The laws and regulations are sometimes vague and new laws and

regulations that affect existing and proposed future businesses may also be applied retroactively.

We cannot predict what effect the interpretation

of existing or new PRC laws or regulations may have on our business.

In connection with any business combination with a China based entity,

we will be required to provide additional risk disclosure related to any such possible transaction and would be expected to incur additional

costs related to compliance with such laws and regulations, if such compliance can be obtained.

The VIE structure may expose us to additional

PRC legal Issues and adversely affect control over future operations.

Any target for a business

combination may conduct operations through subsidiaries in the PRC and variable interest entities, or VIEs, in the PRC.

VIEs are contractual

arrangements and their structure involves unique risks to investors.

The VIE structure is used to provide investors with exposure to foreign

investment in PRC-based companies where PRC law prohibits or limits direct foreign investment in the operating companies.

However, contractual

arrangements with the VIEs are not equivalent to an investment in the VIEs.

Because we may not directly hold equity interests in a VIE,

we may be subject to risks and uncertainties in relation to the interpretation and application of PRC laws and regulations, including

but not limited to, regulatory review of overseas listing of PRC companies through special purpose vehicles and the validity and enforcement

of the contractual arrangements among any PRC subsidiary, any VIE, and the owner of any VIE.

The VIE structure may not be as effective

as direct ownership in providing operational control of an entity.

We would also be subject

to the risks and uncertainties about any future actions of the PRC government in this regard that could disallow the VIE structure, which

would likely result in a material change in operations of a target business.

Any VIE structure would be a contractual arrangement with

third parties which would be governed by PRC laws, would provide for the resolution of disputes through arbitration in the PRC would be

interpreted in accordance with PRC law, and any disputes would be resolved in accordance with PRC legal procedures.

Disputes arising from

these contractual arrangements between us and the third parties in any VIE agreements would be resolved through arbitration in the PRC,

notwithstanding that these disputes do not include claims arising under the U.S.

federal securities law, and thus would not prevent you

from pursuing claims under the U.S.

In a number of sectors in China, companies are not allowed to have foreign ownership and cannot directly

list on exchanges outside of China.

To raise money on such exchanges, many China-based operating companies are structured as Variable

Interest Entities (VIEs).

In such an arrangement, a China-based operating company typically establishes an offshore shell company in

another jurisdiction, such as the Cayman Islands, to issue stock to public shareholders.

investors, this arrangement creates

“exposure” to the China-based operating company, though only through a series of service contracts and other contracts.

be clear, though, neither the investors in the shell company’s stock, nor the offshore shell company itself, has stock ownership

in the China-based operating company.

March 15, 2019, the National People’s Congress approved the Foreign Investment Law, which took effect on January 1,

2020 and replaced three existing laws on foreign investments in China, namely, the PRC Equity Joint Venture Law, the PRC Cooperative

Joint Venture Law and the Wholly Foreign-owned Enterprise Law, together with their implementation rules and ancillary regulations.

Foreign Investment Law embodies an expected PRC regulatory trend to rationalize its foreign investment regulatory regime in line with

prevailing international practice and the legislative efforts to unify the corporate legal requirements for both foreign and domestic

invested enterprises in China.

The Foreign Investment Law establishes the basic framework for the access to, and the promotion, protection

and administration of foreign investments in view of investment protection and fair competition.

to the China Foreign Investment Law, “foreign investment” refers to investment activities directly or indirectly conducted

by one or more natural persons, business entities, or otherwise organizations of a foreign country (collectively referred to as “foreign

investor”) within China, and the investment activities include the following situations:

(i) a foreign investor, individually or

collectively with other investors, establishes a foreign-invested enterprise within China;

(ii) a foreign investor acquires stock shares,

equity shares, shares in assets, or other like rights and interests of an enterprise within China;

(iii) a foreign investor, individually

or collectively with other investors, invests in a new project within China;

and (iv) investments in other means as provided by laws,

administrative regulations, or the State Council.

The “variable interest entity” structure, or VIE structure, has been adopted

by many PRC-based companies to obtain necessary licenses and permits in the industries that are currently subject to foreign investment

restrictions in China.

Under the Foreign Investment Law, variable interest entities that are controlled via contractual arrangement would

also be deemed as equivalent to VIEs, if they are ultimately “controlled” by foreign investors.

Therefore, for any companies

with a VIE structure in an industry category that is included in the “negative list” as a restricted industry, the VIE structure

may be deemed legitimate only if the ultimate controlling person(s) is/are of PRC nationality (either PRC companies or PRC citizens).

Conversely, if the actual controlling person(s) is/are of foreign nationalities, then the variable interest entities will be treated

as VIEs and any operation in the industry category on the “negative list” without market entry clearance may be considered

Chinese government has exercised and continues to exercise substantial control over virtually every sector of the Chinese economy through

regulation and state ownership .

we were to undertake a business combination with a China based business, our ability to operate in China may be harmed by changes in

its laws and regulations, including those relating to taxation, cyber security, environmental regulations, land use rights, property

and other matters.

The central or local governments of jurisdictions such as China may impose new, stricter regulations or interpretations

of existing regulations that would require additional expenditures and efforts on our part to ensure our compliance with such regulations

or interpretations.

There are substantial uncertainties regarding the interpretation and application of PRC laws and regulations.

The laws and regulations are sometimes vague and new laws and regulations that affect existing and proposed future businesses may also

be applied retroactively.

We cannot predict what effect the interpretation of existing or new PRC laws or regulations may have on our

In connection with any business combination with a China based entity, we will be required to provide additional risk disclosure

related to any such possible transaction and would be expected to incur additional costs related to compliance with such laws and regulations,

if such compliance can be obtained.

VIE structure may expose us to additional PRC legal Issues and adversely affect control over future operations.

target for a business combination may conduct operations through subsidiaries in the PRC and variable interest entities, or VIEs, in

VIEs are contractual arrangements and their structure involves unique risks to investors.

The VIE structure is used to provide

investors with exposure to foreign investment in PRC-based companies where PRC law prohibits or limits direct foreign investment in the

operating companies.

However, contractual arrangements with the VIEs are not equivalent to an investment in the VIEs.

Because we may

not directly hold equity interests in a VIE, we may be subject to risks and uncertainties in relation to the interpretation and application

of PRC laws and regulations, including but not limited to, regulatory review of overseas listing of PRC companies through special purpose

vehicles and the validity and enforcement of the contractual arrangements among any PRC subsidiary, any VIE, and the owner of any VIE.

The VIE structure may not be as effective as direct ownership in providing operational control of an entity.

would also be subject to the risks and uncertainties about any future actions of the PRC government in this regard that could disallow

the VIE structure, which would likely result in a material change in operations of a target business.

Any VIE structure would be a contractual

arrangement with third parties which would be governed by PRC laws, would provide for the resolution of disputes through arbitration

in the PRC would be interpreted in accordance with PRC law, and any disputes would be resolved in accordance with PRC legal procedures.

Disputes arising from these contractual arrangements between us and the third parties in any VIE agreements would be resolved through

arbitration in the PRC, notwithstanding that these disputes do not include claims arising under the U.S.

federal securities law, and

thus would not prevent you from pursuing claims under the U.S.

federal securities law.

The legal environment in the PRC is not as developed as in the U.S.

uncertainties in the PRC legal system could further limit our ability to enforce these contractual arrangements, through arbitration,

litigation, and other legal proceedings in the PRC, which could limit our ability to enforce these contractual arrangements and exert

effective control over the third parties and the VIE entities.

Furthermore, these contracts may not be enforceable in the PRC if PRC government

authorities or courts take the view that such contracts contravene PRC laws and regulations or are otherwise not enforceable for public

policy reasons.

Where we engage in an initial business combination with a PRC-based target company, in the event we are unable to enforce

these contractual arrangements, we may not be able to exert effective control over the VIE entities, and our ability to conduct our business

may be materially and adversely affected.

PRC regulations regarding acquisitions impose

significant regulatory approval and review requirements, which could make it more difficult for us to timely complete such acquisitions,

or complete them at all.

Under the PRC Anti-Monopoly

Law, companies undertaking acquisitions relating to businesses in China must notify the State Administration for Market Regulation, or

the SAMR, in advance of any transaction where the parties’ revenues in the China market exceed certain thresholds and the buyer

would obtain control of, or decisive influence over, the target, while under the M&A Rules, the approval of MOFCOM must be obtained

in circumstances where overseas companies established or controlled by PRC enterprises or residents acquire domestic companies affiliated

with such PRC enterprises or residents.

Applicable PRC laws, rules and regulations also require certain merger and acquisition transactions

to be subject to security review.

Complying with the requirements of the relevant regulations to complete such transactions could be time-consuming,

and any required approval processes, including approval from SAMR, may delay or inhibit our ability to complete such transactions, which

could affect our ability to timely complete an initial business combination within either the initial 12-month period or within 18 months

if extended or at all.

The Chinese government may exert substantial

interventions and influences on our combined company’s operations at any time.

Any new policies, regulations, rules, actions or

laws by the PRC government may subject our combined company to material changes in operations, may cause the value of our securities significantly

decline or be worthless, and may completely hinder our ability to offer or continue securities to investors.

Though we currently do not

have any RPC subsidiary or China operation and a majority of our management are located outside China, we may pursue a business combination

with a company doing business in China (excluding any target company whose financial statements are audited by an accounting firm that

PCAOB is unable to inspect for two consecutive years).

Notwithstanding the foregoing, the Chinese government has exercised and continues

to exercise substantial control over virtually every sector of the Chinese economy through regulation and state ownership.

company’s ability to operate in China may be harmed by changes in its laws and regulations, including those relating to securities,

taxation, environmental regulations, land use rights, property and other matters.

The central or local governments of these jurisdictions

may impose new, stricter regulations or interpretations of existing regulations that would require additional expenditures and efforts

on our part to ensure our compliance with such regulations or interpretations.

Accordingly, government actions in the future, including

any decision not to continue to support recent economic reforms and to return to a more centrally planned economy or regional or local

variations in the implementation of economic policies, could have a significant effect on economic conditions in China or particular regions

thereof, and could require us to divest ourselves of any interest we then hold in Chinese properties.

For example, the Chinese

cybersecurity regulator announced on July 2, 2021, that it had begun an investigation of Didi Global Inc.

DIDI) and two days

later ordered that the company’s app be removed from smartphone app stores.

On July 24, 2021, the General Office of the Communist

Party of China Central Committee and the General Office of the State Council jointly released the Guidelines for Further Easing the Burden

of Excessive Homework and Off-campus Tutoring for Students at the Stage of Compulsory Education, pursuant to which foreign investment

in such firms via mergers and acquisitions, franchise development, and variable interest entities are banned from this sector.

As such, our combined company’s

business segments may be subject to various government and regulatory interference in the provinces in which they operate at any time.

The combined company could be subject to regulation by various political and regulatory entities, including various local and municipal

agencies and government sub-divisions.

Our combined company may incur increased costs necessary to comply with existing and newly adopted

laws and regulations or penalties for any failure to comply.

If the PRC government initiates an investigation into us at any time alleging

us violation of cybersecurity laws, anti-monopoly laws, and securities offering rules in China in connection with an offering or future

business combination, we may have to spend additional resources and incur additional time delays to comply with the applicable rules,

and our business operations will be affected materially and any such action could cause the value of our securities to significantly decline

or be worthless.

As the date of this Annual

Report, there are no PRC laws and regulations (including the China Securities Regulatory Commission, or the CSRC, Cyberspace Administration

of China, or the CAC, or any other government entity) in force explicitly requiring that we obtain permission from PRC authorities for

an offering or to issue securities to foreign investors, and we have not received any inquiry, notice, warning, sanction or any regulatory

objection from any relevant PRC authorities.

However, it is uncertain when and whether our combined company will be required to obtain

permission from the PRC government to list on U.S.

stock exchanges in the future, and even when such permission is obtained, whether it

will be denied or rescinded.

Any new policies, regulations, rules, actions or laws by the PRC government may subject us or our combined

company to material changes in operations, may cause the value of our securities significantly decline or be worthless, and may completely

hinder our ability to offer or continue securities to investors.

The China Securities Regulatory Commission

and other Chinese government agencies may exert more oversight and control over offerings that are conducted overseas and foreign investment

in China-based issuers.

It is possible that we may need to obtain approvals or permissions from the CSRC or another PRC regulatory body

if we undertake a business combination with a China-based entity.

If the CSRC or another PRC regulatory body subsequently determines that

its approval is needed, we cannot predict whether we will be able to obtain such approval.

As a result, we may have to spend additional

resources and incur additional time delays to complete any such business combination or be prevented from pursuing certain investment

opportunities, or even could significantly affect our ability to offer or continue to offer securities to investors and cause the value

of our securities to significantly decline or be worthless.

The PRC government may intervene

or influence our search for a target business or the completion of an initial business combination at any time, which could significantly

and negatively impact our search for a target business and/or the value of our securities.

Our initial business combination may also be

subject to PRC laws relating to the collection, use, sharing, retention, security, and transfer of confidential and private information,

such as personal information and other data.

These laws continue to develop, and the PRC government may exert more oversight and control

over offerings that are conducted overseas and foreign investment in China-based issuers in the future by adopting other rules and restrictions.

The legal environment in the PRC is not as developed

as in the U.S.

As a result, uncertainties in the PRC legal system could further limit our ability to enforce these contractual arrangements,

through arbitration, litigation, and other legal proceedings in the PRC, which could limit our ability to enforce these contractual arrangements

and exert effective control over the third parties and the VIE entities.

Furthermore, these contracts may not be enforceable in the PRC

if PRC government authorities or courts take the view that such contracts contravene PRC laws and regulations or are otherwise not enforceable

for public policy reasons.

Where we engage in an initial business combination with a PRC-based target company, in the event we are unable

to enforce these contractual arrangements, we may not be able to exert effective control over the VIE entities, and our ability to conduct

our business may be materially and adversely affected.

regulations regarding acquisitions impose significant regulatory approval and review requirements, which could make it more difficult

for us to timely complete such acquisitions, or complete them at all.

the PRC Anti-Monopoly Law, companies undertaking acquisitions relating to businesses in China must notify the State Administration for

Market Regulation, or the SAMR, in advance of any transaction where the parties’ revenues in the China market exceed certain thresholds

and the buyer would obtain control of, or decisive influence over, the target, while under the M&A Rules, the approval of MOFCOM

must be obtained in circumstances where overseas companies established or controlled by PRC enterprises or residents acquire domestic

companies affiliated with such PRC enterprises or residents.

Applicable PRC laws, rules and regulations also require certain merger and

acquisition transactions to be subject to security review.

Complying with the requirements of the relevant regulations to complete such

transactions could be time-consuming, and any required approval processes, including approval from SAMR, may delay or inhibit our ability

to complete such transactions, which could affect our ability to timely complete an initial business combination within either the initial

12-month period or within 24 months if extended or at all.

Chinese government may exert substantial interventions and influences on our combined company’s operations at any time.

policies, regulations, rules, actions or laws by the PRC government may subject our combined company to material changes in operations,

may cause the value of our securities significantly decline or be worthless, and may completely hinder our ability to offer or continue

securities to investors.

we currently do not have any RPC subsidiary or China operation and a majority of our management are located outside China, we may pursue

a business combination with a company doing business in China (excluding any target company whose financial statements are audited by

an accounting firm that PCAOB is unable to inspect for two consecutive years).

Notwithstanding the foregoing, the Chinese government

has exercised and continues to exercise substantial control over virtually every sector of the Chinese economy through regulation and

state ownership.

Our combined company’s ability to operate in China may be harmed by changes in its laws and regulations, including

those relating to securities, taxation, environmental regulations, land use rights, property and other matters.

The central or local

governments of these jurisdictions may impose new, stricter regulations or interpretations of existing regulations that would require

additional expenditures and efforts on our part to ensure our compliance with such regulations or interpretations.

Accordingly, government

actions in the future, including any decision not to continue to support recent economic reforms and to return to a more centrally planned

economy or regional or local variations in the implementation of economic policies, could have a significant effect on economic conditions

in China or particular regions thereof, and could require us to divest ourselves of any interest we then hold in Chinese properties.

example, the Chinese cybersecurity regulator announced on July 2, 2021, that it had begun an investigation of Didi Global Inc.

DIDI) and two days later ordered that the company’s app be removed from smartphone app stores.

On July 24, 2021, the

General Office of the Communist Party of China Central Committee and the General Office of the State Council jointly released the Guidelines

for Further Easing the Burden of Excessive Homework and Off-campus Tutoring for Students at the Stage of Compulsory Education, pursuant

to which foreign investment in such firms via mergers and acquisitions, franchise development, and variable interest entities are banned

from this sector.

such, our combined company’s business segments may be subject to various government and regulatory interference in the provinces

in which they operate at any time.

The combined company could be subject to regulation by various political and regulatory entities,

including various local and municipal agencies and government sub-divisions.

Our combined company may incur increased costs necessary

to comply with existing and newly adopted laws and regulations or penalties for any failure to comply.

If the PRC government initiates

an investigation into us at any time alleging us violation of cybersecurity laws, anti-monopoly laws, and securities offering rules in

China in connection with an offering or future business combination, we may have to spend additional resources and incur additional time

delays to comply with the applicable rules, and our business operations will be affected materially and any such action could cause the

value of our securities to significantly decline or be worthless.

the date of this Annual Report, there are no PRC laws and regulations (including the China Securities Regulatory Commission, or the CSRC,

Cyberspace Administration of China, or the CAC, or any other government entity) in force explicitly requiring that we obtain permission

from PRC authorities for an offering or to issue securities to foreign investors, and we have not received any inquiry, notice, warning,

sanction or any regulatory objection from any relevant PRC authorities.

However, it is uncertain when and whether our combined company

will be required to obtain permission from the PRC government to list on U.S.

stock exchanges in the future, and even when such permission

is obtained, whether it will be denied or rescinded.

Any new policies, regulations, rules, actions or laws by the PRC government may

subject us or our combined company to material changes in operations, may cause the value of our securities significantly decline or

be worthless, and may completely hinder our ability to offer or continue securities to investors.

China Securities Regulatory Commission and other Chinese government agencies may exert more oversight and control over offerings that

are conducted overseas and foreign investment in China-based issuers.

It is possible that we may need to obtain approvals or permissions

from the CSRC or another PRC regulatory body if we undertake a business combination with a China-based entity.

If the CSRC or another

PRC regulatory body subsequently determines that its approval is needed, we cannot predict whether we will be able to obtain such approval.

As a result, we may have to spend additional resources and incur additional time delays to complete any such business combination or

be prevented from pursuing certain investment opportunities, or even could significantly affect our ability to offer or continue to offer

securities to investors and cause the value of our securities to significantly decline or be worthless.

PRC government may intervene or influence our search for a target business or the completion of an initial business combination at any

time, which could significantly and negatively impact our search for a target business and/or the value of our securities.

business combination may also be subject to PRC laws relating to the collection, use, sharing, retention, security, and transfer of confidential

and private information, such as personal information and other data.

These laws continue to develop, and the PRC government may exert

more oversight and control over offerings that are conducted overseas and foreign investment in China-based issuers in the future by

adopting other rules and restrictions.

Non-compliance could result in penalties or other significant legal liabilities.

In addition, the General

Office of the Central Committee of the Communist Party of China and the General Office of the State Council jointly issued the Opinions

on Strictly Cracking Down on Illegal Securities Activities.

According to Law (the “Opinions”), which were available to the

public on July 6, 2021.

These opinions emphasized the need to strengthen the administration over illegal securities activities and

the supervision on overseas listings by China-based companies.

These opinions proposed to take effective measures, such as promoting the

construction of relevant regulatory systems, to deal with the risks and incidents facing China-based overseas-listed companies and the

demand for cybersecurity and data privacy protection.

As of the date of this Annual Report, no official guidance and related implementation

rules have been issued in relation to these recently issued opinions and the interpretation and implementation of the Opinions remain

unclear at this stage.

We cannot assure you that we will not be required to obtain the pre-approval of the CSRC and potentially other

PRC governmental authorities to pursue any business combination with a China-based company.

On February 17, 2023,

the CSRC promulgated the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies (the “Trial

Measures”), which took effect on March 31, 2023.

The Trial Measures supersede prior rules and clarified and emphasized several

aspects, which include but are not limited to:

(1) comprehensive determination of the “indirect overseas offering and listing by

PRC domestic companies” in compliance with the principle of “substance over form” and particularly, an issuer will be

required to go through the filing procedures under the Trial Measures if the following criteria are met at the same time:

(a) 50% or more

of the issuer’s operating revenue, total profit, total assets or net assets as documented in its audited consolidated financial

statements for the most recent accounting year comes from PRC domestic companies, and (b) the main parts of the issuer’s business

activities are conducted in mainland China, or its main places of business are located in mainland China, or the senior managers in charge

of its business operation and management are mostly Chinese citizens or domiciled in mainland China;

(2) exemptions from immediate filing

requirements for issuers that (a) have already been listed or registered but not yet listed in foreign securities markets, including U.S.

markets, prior to the effective date of the Trial Measures, (b) are not required to re-perform the regulatory procedures with the relevant

overseas regulatory authority or the overseas stock exchange, and (c) whose such overseas securities offering or listing shall be completed

before September 30, 2023, provided however that such issuers shall carry out filing procedures as required if they conduct refinancing

or are involved in other circumstances that require filing with the CSRC;

(3) a negative list of types of issuers banned from listing

or offering overseas, such as (a) issuers whose listing or offering overseas has been recognized by the State Council of the PRC as a

possible threat to national security, (b) issuers whose affiliates have been recently convicted of bribery and corruption, (c) issuers

under ongoing criminal investigations, and (d) issuers under major disputes regarding equity ownership;

(4) issuers’ compliance

with web security, data security, and other national security laws and regulations;

(5) issuers’ filing and reporting obligations,

such as the obligation to file with the CSRC after it submits an application for initial public offering to overseas regulators, and the

obligation after offering or listing overseas to report to the CSRC material events including a change of control or voluntary or forced

delisting of the issuer;

and (6) the CSRC’s authority to fine both issuers and their shareholders between one and 10 million RMB

for failure to comply with the Trial Measures, including failure to comply with filing obligations or committing fraud and misrepresentation.

It is uncertain whether a

target company with operations or subsidiaries in China is required to, or can, or how long it will take it to, obtain such approval or

complete such filing procedures and any such approval could be rescinded.

Any failure to obtain or delay in obtaining clearance of such

approval or completing such filing procedures for the business combination, or the target company’s listing, or a rescission of

any such approval if obtained by the target company would subject it to regulatory actions or other sanctions by the CSRC or other PRC

regulatory authorities for failure to seek required governmental authorization in respect of the same.

These governmental authorities

may impose fines, restrictions and penalties on the target company.

The PRC governmental authorities may also take actions requiring the

target company, or making it advisable for the target company, to suspend this business combination or the target company’s listing

before settlement and delivery.

Consequently, if you engage in market trading or other activities in anticipation of and prior to settlement

and delivery, you do so at the risk that settlement and delivery may not occur.

In addition, the PRC has

proposed various rules relating to cybersecurity, data privacy and personal information protection, among others.

Pursuant to the PRC

Cybersecurity Law, which was promulgated by the Standing Committee of the National People’s Congress on November 7, 2016 and

took effect on June 1, 2017, personal information and important data collected and generated by a critical information infrastructure

operator in the course of its operations in China must be stored in China, and if a critical information infrastructure operator purchases

internet products and services that affects or may affect national security, it should be subject to cybersecurity review by the Cyberspace

Administration of China (the “CAC”).

In April 2020, the CAC and certain other PRC regulatory authorities promulgated

the Measures for Cybersecurity Review, which requires that operators of critical information infrastructure must pass a cybersecurity

review when purchasing network products and services which do or may affect national security.

On January 4, 2022, the CAC, in conjunction

with 12 other government departments issued the New Measures for Cybersecurity Review (the “New Measures”).

The New Measures

amends the Measures for Cybersecurity Review (Draft Revision for Comments) (the “Draft Measures”) released on July 10,

2021 and came into effect on February 15, 2022.

The New Measures include data processing activities of network platform operators

that affect or may affect national security into cybersecurity review, and make it clear that network platform operators with personal

information of more than one million users must apply for cybersecurity review to the Cybersecurity Review Office when they go public

The PRC Data Security Law, which took effect on September 1, 2021, imposes data security and privacy obligations on entities

and individuals that carry out data activities, provides for a national security review procedure for data activities that may affect

national security and imposes export restrictions on certain data and information.

On August 20, 2021, the Standing Committee of

the People’s Congress promulgated the PRC Personal Information Protection Law (the “PIPL”), which is to take effect

on November 1, 2021.

The PIPL sets out the regulatory framework for the handling and protection of personal information and the

transmission of personal information overseas.

If our potential future target business in China involves collecting and retaining internal

or customer data, such target might be subject to the relevant cybersecurity laws and regulations, including the PRC Cybersecurity Law

and the PIPL, and the cybersecurity review before effecting a business combination.

If, for example, our potential

initial business combination is with a target business operating in the PRC and if the New Measures mandates clearance of cybersecurity

review and other specific actions to be completed by the target business, we may face uncertainties as to whether such clearance can be

timely obtained, or at all, and incur additional time delays to complete any such acquisition.

Cybersecurity review could also result

in negative publicity with respect to our initial business combination and diversion of our managerial and financial resources.

also be prevented from pursuing certain investment opportunities if the PRC government considers that the potential investments will result

in a significant national security issue.

In addition, due to limited business combination period that we have, we may avoid searching

for a target and completing an initial business combination that will be subject to cybersecurity review.

Therefore, we may avoid searching

for a company which could be deemed as a network platform operator and possesses information of more than one million users.

Further, if the combined

company, after business combination, is deemed to be a network platform operator which holds personal information of more than one million

users, it will be subject to such cybersecurity review.

The combined company could become subject to enhanced cybersecurity review or

investigations launched by PRC regulators in the future and may incur increased costs necessary to comply with existing and newly adopted

laws and regulations or penalties for any failure to comply.

Additionally, any failure or delay in the completion of the cybersecurity

review procedures or any other non-compliance with the related laws and regulations may result in fines or other penalties, including

suspension of business, website closure, and revocation of prerequisite licenses, as well as reputational damage or legal proceedings

addition, the General Office of the Central Committee of the Communist Party of China and the General Office of the State Council jointly

issued the Opinions on Strictly Cracking Down on Illegal Securities Activities.

According to Law (the “Opinions”), which

were available to the public on July 6, 2021.

These opinions emphasized the need to strengthen the administration over illegal

securities activities and the supervision on overseas listings by China-based companies.

These opinions proposed to take effective measures,

such as promoting the construction of relevant regulatory systems, to deal with the risks and incidents facing China-based overseas-listed

companies and the demand for cybersecurity and data privacy protection.

As of the date of this Annual Report, no official guidance and

related implementation rules have been issued in relation to these recently issued opinions and the interpretation and implementation

of the Opinions remain unclear at this stage.

We cannot assure you that we will not be required to obtain the pre-approval of the CSRC

and potentially other PRC governmental authorities to pursue any business combination with a China-based company.

February 17, 2023, the CSRC promulgated the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic

Companies (the “Trial Measures”), which took effect on March 31, 2023.

The Trial Measures supersede prior rules and

clarified and emphasized several aspects, which include but are not limited to:

(1) comprehensive determination of the “indirect

overseas offering and listing by PRC domestic companies” in compliance with the principle of “substance over form”

and particularly, an issuer will be required to go through the filing procedures under the Trial Measures if the following criteria are

met at the same time:

(a) 50% or more of the issuer’s operating revenue, total profit, total assets or net assets as documented

in its audited consolidated financial statements for the most recent accounting year comes from PRC domestic companies, and (b) the main

parts of the issuer’s business activities are conducted in mainland China, or its main places of business are located in mainland

China, or the senior managers in charge of its business operation and management are mostly Chinese citizens or domiciled in mainland

(2) exemptions from immediate filing requirements for issuers that (a) have already been listed or registered but not yet listed

in foreign securities markets, including U.S.

markets, prior to the effective date of the Trial Measures, (b) are not required to re-perform

the regulatory procedures with the relevant overseas regulatory authority or the overseas stock exchange, and (c) whose such overseas

securities offering or listing shall be completed before September 30, 2023, provided however that such issuers shall carry out

filing procedures as required if they conduct refinancing or are involved in other circumstances that require filing with the CSRC;

a negative list of types of issuers banned from listing or offering overseas, such as (a) issuers whose listing or offering overseas

has been recognized by the State Council of the PRC as a possible threat to national security, (b) issuers whose affiliates have been

recently convicted of bribery and corruption, (c) issuers under ongoing criminal investigations, and (d) issuers under major disputes

regarding equity ownership;

(4) issuers’ compliance with web security, data security, and other national security laws and regulations;

(5) issuers’ filing and reporting obligations, such as the obligation to file with the CSRC after it submits an application for

initial public offering to overseas regulators, and the obligation after offering or listing overseas to report to the CSRC material

events including a change of control or voluntary or forced delisting of the issuer;

and (6) the CSRC’s authority to fine both

issuers and their shareholders between one and 10 million RMB for failure to comply with the Trial Measures, including failure to comply

with filing obligations or committing fraud and misrepresentation.

is uncertain whether a target company with operations or subsidiaries in China is required to, or can, or how long it will take it to,

obtain such approval or complete such filing procedures and any such approval could be rescinded.

Any failure to obtain or delay in obtaining

clearance of such approval or completing such filing procedures for the business combination, or the target company’s listing,

or a rescission of any such approval if obtained by the target company would subject it to regulatory actions or other sanctions by the

CSRC or other PRC regulatory authorities for failure to seek required governmental authorization in respect of the same.

These governmental

authorities may impose fines, restrictions and penalties on the target company.

The PRC governmental authorities may also take actions

requiring the target company, or making it advisable for the target company, to suspend this business combination or the target company’s

listing before settlement and delivery.

Consequently, if you engage in market trading or other activities in anticipation of and prior

to settlement and delivery, you do so at the risk that settlement and delivery may not occur.

addition, the PRC has proposed various rules relating to cybersecurity, data privacy and personal information protection, among others.

Pursuant to the PRC Cybersecurity Law, which was promulgated by the Standing Committee of the National People’s Congress on November 7,

2016 and took effect on June 1, 2017, personal information and important data collected and generated by a critical information

infrastructure operator in the course of its operations in China must be stored in China, and if a critical information infrastructure

operator purchases internet products and services that affects or may affect national security, it should be subject to cybersecurity

review by the Cyberspace Administration of China (the “CAC”).

In April 2020, the CAC and certain other PRC regulatory

authorities promulgated the Measures for Cybersecurity Review, which requires that operators of critical information infrastructure must

pass a cybersecurity review when purchasing network products and services which do or may affect national security.

On January 4,

2022, the CAC, in conjunction with 12 other government departments issued the New Measures for Cybersecurity Review (the “New Measures”).

The New Measures amends the Measures for Cybersecurity Review (Draft Revision for Comments) (the “Draft Measures”) released

on July 10, 2021 and came into effect on February 15, 2022.

The New Measures include data processing activities of network

platform operators that affect or may affect national security into cybersecurity review, and make it clear that network platform operators

with personal information of more than one million users must apply for cybersecurity review to the Cybersecurity Review Office when

they go public abroad.

The PRC Data Security Law, which took effect on September 1, 2021, imposes data security and privacy obligations

on entities and individuals that carry out data activities, provides for a national security review procedure for data activities that

may affect national security and imposes export restrictions on certain data and information.

On August 20, 2021, the Standing

Committee of the People’s Congress promulgated the PRC Personal Information Protection Law (the “PIPL”), which is to

take effect on November 1, 2021.

The PIPL sets out the regulatory framework for the handling and protection of personal information

and the transmission of personal information overseas.

If our potential future target business in China involves collecting and retaining

internal or customer data, such target might be subject to the relevant cybersecurity laws and regulations, including the PRC Cybersecurity

Law and the PIPL, and the cybersecurity review before effecting a business combination.

for example, our potential initial business combination is with a target business operating in the PRC and if the New Measures mandates

clearance of cybersecurity review and other specific actions to be completed by the target business, we may face uncertainties as to

whether such clearance can be timely obtained, or at all, and incur additional time delays to complete any such acquisition.

Cybersecurity

review could also result in negative publicity with respect to our initial business combination and diversion of our managerial and financial

We may also be prevented from pursuing certain investment opportunities if the PRC government considers that the potential

investments will result in a significant national security issue.

In addition, due to limited business combination period that we have,

we may avoid searching for a target and completing an initial business combination that will be subject to cybersecurity review.

we may avoid searching for a company which could be deemed as a network platform operator and possesses information of more than one

million users.

if the combined company, after business combination, is deemed to be a network platform operator which holds personal information of

more than one million users, it will be subject to such cybersecurity review.

The combined company could become subject to enhanced cybersecurity

review or investigations launched by PRC regulators in the future and may incur increased costs necessary to comply with existing and

newly adopted laws and regulations or penalties for any failure to comply.

Additionally, any failure or delay in the completion of the

cybersecurity review procedures or any other non-compliance with the related laws and regulations may result in fines or other penalties,

including suspension of business, website closure, and revocation of prerequisite licenses, as well as reputational damage or legal proceedings

or actions, which may have material adverse effect on the combined company’s business, financial condition or results of operations

7 unchanged sentences

decline or be worthless.

Other PRC governmental authorities may take

the view now or in the future that an approval from them is required for an overseas offering by a company affiliated with Chinese businesses

or persons or a business combination with a target business based in and primarily operating in China.

The Regulations on Mergers

and Acquisitions of Domestic Companies by Foreign Investors (the “M&A Rules”), adopted by six PRC regulatory agencies

in 2006, and amended in 2009, require an offshore special purpose vehicle formed for the purpose of an overseas listing of securities

in a PRC company to obtain the approval of the China Securities Regulatory Commission (the “CSRC”) prior to the listing and

trading of such special purpose vehicle’s securities on an overseas stock exchange.

The scope of the M&A Rules covers two types

of transactions:

(a) equity deals where the acquisition by a foreign investor, i.e., the offshore special purpose vehicle, of equity in

a “PRC domestic company,” and (b) asset deals where the acquisition by an offshore special purpose vehicle of the assets of

a “PRC domestic company.” Neither the equity deals or the asset deals will be involved in our business combination process

with a China-based target for the reason that the offshore special purpose vehicle of such China-based target directly holds shares through

the wholly foreign owned enterprise(s) or WFOE, which are established by means of direct investment rather than by equity deals or asset

deals under the M&A Rules.

To date, the CSRC has not issued any definitive rules or interpretations concerning whether offerings such

as the indirect listing of a China-based entity as part of the business combination are subject to the CSRC approval procedures under

the M&A Rules.

As a result, based on our management’s understanding of the current PRC laws, rules, regulations and the local

market practices, the CSRC’s approval under the M&A Rules will not be required in the context of our business combination with

a China-based target.

However, substantial uncertainty remains regarding the scope and applicability of the M&A Rules to offshore

special purpose vehicles and the above analysis are subject to any new laws, rules and regulations or detailed implementation and interpretations

in any form relating to the M&A Rules.

We cannot assure you that relevant PRC governmental agencies, including the CSRC, would reach

the same conclusion as we do.

It is possible that we may need to obtain approvals or permissions from CSRC in order for us to complete

a business combination with a China-based target pursuant to the M&A Rules.

If we are required to obtain such approvals, we cannot

assure we will be able to receive them in a timely manner, or at all.

Moreover, except for emphasizing

the need to strengthen the administration over illegal securities activities, and the need to strengthen the supervision over overseas

listings by Chinese companies, the Opinions, which was made available to the public on July 6, 2021, also provides that the State

Council will revise provisions regarding the overseas issuance and listing of shares by companies limited by shares and will clarify the

duties of domestic regulatory authorities.

On December 24, 2021,

the CSRC released for public comments Provisions of the State Council on the Administration of Overseas Securities Offering and Listing

by Domestic Companies (Draft for Comments) and Administrative Measures for the Filing of Overseas Securities Offering and Listing by Domestic

Companies (Draft for Comments) (the “Draft Rules”).

The Draft Rules, if declared into effect, will implement a new regulatory

framework requiring Chinese businesses to file with CSRC when pursuing overseas listings.

The Draft Rules propose a new filing system

for all Chinese companies (including the VIE-structured companies) that are pursuing listings outside mainland China.

An overseas listing

is required to be filed with CSRC within three working days (i) following the submission of IPO application in the case of an IPO (or

similar application in the case of a dual listing on another market), or (ii) following the submission of offering/registration applications

(or following the first announcement of the transaction, as applicable) in the case of a SPAC listing or “back-door” listing.

PRC governmental authorities may take the view now or in the future that an approval from them is required for an overseas offering by

a company affiliated with Chinese businesses or persons or a business combination with a target business based in and primarily operating

Regulations on Mergers and Acquisitions of Domestic Companies by Foreign Investors (the “M&A Rules”), adopted by six

PRC regulatory agencies in 2006, and amended in 2009, require an offshore special purpose vehicle formed for the purpose of an overseas

listing of securities in a PRC company to obtain the approval of the China Securities Regulatory Commission (the “CSRC”)

prior to the listing and trading of such special purpose vehicle’s securities on an overseas stock exchange.

The scope of the M&A

Rules covers two types of transactions:

(a) equity deals where the acquisition by a foreign investor, i.e., the offshore special purpose

vehicle, of equity in a “PRC domestic company,” and (b) asset deals where the acquisition by an offshore special purpose

vehicle of the assets of a “PRC domestic company.” Neither the equity deals or the asset deals will be involved in our business

combination process with a China-based target for the reason that the offshore special purpose vehicle of such China-based target directly

holds shares through the wholly foreign owned enterprise(s) or WFOE, which are established by means of direct investment rather than

by equity deals or asset deals under the M&A Rules.

To date, the CSRC has not issued any definitive rules or interpretations concerning

whether offerings such as the indirect listing of a China-based entity as part of the business combination are subject to the CSRC approval

procedures under the M&A Rules.

As a result, based on our management’s understanding of the current PRC laws, rules, regulations

and the local market practices, the CSRC’s approval under the M&A Rules will not be required in the context of our business

combination with a China-based target.

However, substantial uncertainty remains regarding the scope and applicability of the M&A

Rules to offshore special purpose vehicles and the above analysis are subject to any new laws, rules and regulations or detailed implementation

and interpretations in any form relating to the M&A Rules.

We cannot assure you that relevant PRC governmental agencies, including

the CSRC, would reach the same conclusion as we do.

It is possible that we may need to obtain approvals or permissions from CSRC in order

for us to complete a business combination with a China-based target pursuant to the M&A Rules.

If we are required to obtain such

approvals, we cannot assure we will be able to receive them in a timely manner, or at all.

except for emphasizing the need to strengthen the administration over illegal securities activities, and the need to strengthen the supervision

over overseas listings by Chinese companies, the Opinions, which was made available to the public on July 6, 2021, also provides

that the State Council will revise provisions regarding the overseas issuance and listing of shares by companies limited by shares and

will clarify the duties of domestic regulatory authorities.

December 24, 2021, the CSRC released for public comments Provisions of the State Council on the Administration of Overseas Securities

Offering and Listing by Domestic Companies (Draft for Comments) and Administrative Measures for the Filing of Overseas Securities Offering

and Listing by Domestic Companies (Draft for Comments) (the “Draft Rules”).

The Draft Rules, if declared into effect, will

implement a new regulatory framework requiring Chinese businesses to file with CSRC when pursuing overseas listings.

The Draft Rules

propose a new filing system for all Chinese companies (including the VIE-structured companies) that are pursuing listings outside mainland

An overseas listing is required to be filed with CSRC within three working days (i) following the submission of IPO application

in the case of an IPO (or similar application in the case of a dual listing on another market), or (ii) following the submission of offering/registration

applications (or following the first announcement of the transaction, as applicable) in the case of a SPAC listing or “back-door”

The requested filing documents include but are not limited to:

(1) a filing report and related undertakings;

(2) regulatory opinions,

filing or approval documents issued by the relevant authorities (if applicable);

(3) security review opinions issued by the relevant authorities,

if applicable;

(2) regulatory

opinions, filing or approval documents issued by the relevant authorities (if applicable);

(3) security review opinions issued by the

relevant authorities, if applicable;

(4) a PRC legal opinion;

and (5) a prospectus.

On December 27, 2021,

the NDRC and the MOFCOM promulgated Special Administrative Measures (Negative List) for the Access of Foreign Investment (2021 Version),

effective as of January 1, 2022 (the “Negative List”).

Compared to the previous version, there are no specific industries

added to the list but it for the first time declares China’s jurisdiction over (and detailed regulatory requirements on) overseas

listings made by Chinese businesses in the so-called “Prohibited Industries.” According to Article 6 of the Negative List,

domestic enterprises engaging in businesses in which foreign investment is prohibited shall obtain approval from the relevant authorities

before offering and listing their shares on an overseas stock exchange.

In addition, certain foreign investors shall not be involved in

the operation or management of the relevant enterprise, and shareholding percentage restrictions under relevant domestic securities investment

management regulations shall apply to such foreign investors.

The intended scope of such jurisdiction was further clarified by NDRC officials

on a press conference held on January 18, 2022.

Based on our understanding

of the current PRC laws and regulations, no prior permission is required under the M&A Rules, the Opinions, the Draft Rules or the

Negative List from any PRC governmental authorities (including the CSRC) for consummating an offering by our company, given that:

the CSRC currently has not issued any definitive rule or interpretation concerning whether offerings like our initial public offering

are subject to the M&A Rules;

(b) our company is a blank check company newly incorporated in Cayman Islands rather than China and

currently the company conducts no business in China and (c) our sponsor is a newly incorporated company in the British Virgin Islands,

rather than China, has its principal offices in New York and currently, the sponsor conducts no business in China.

However, there remains

some uncertainty as to how the M&A Rules, the Opinions, the Draft Rules or the Negative List will be interpreted or implemented in

the context of an overseas offering or if we decide to consummate the business combination with a target business based in and primarily

operating in China.

If the CSRC or another PRC governmental authority subsequently determines that its approval is needed for an offering,

or a business combination with a target business based in and primarily operating in China, we may face approval delays, adverse actions

or sanctions by the CSRC or other PRC governmental authorities.

In any such event, these governmental authorities may delay the offering

or a potential business combination, impose fines and penalties, limit our operations in China, or take other actions that could materially

adversely affect our business, financial condition, results of operations, reputation and prospects, as well as the trading price of our

We have not received any

inquiry, notice, warning, sanctions or regulatory objection from the CSRC or any other PRC governmental authorities.

In the event that we were

to determine to engage in an initial business combination with a China-based or operating business we would be subject to restrictions

on the use of our cash obtained from our business combination with a China-based or operating business as described under “ PRC

regulation of loans to and direct investment in PRC entities by offshore holding companies and governmental control of currency conversion

may delay or prevent us from using the proceeds it receives from offshore financing activities to make loans to or make additional capital

contributions to any PRC subsidiaries, which could materially and adversely affect our liquidity and its ability to fund and expand business” .

However, as discussed elsewhere herein, we do not believe we are currently subject to PRC law or regulation, including those PRC laws

and regulation which affect our cash flow, including our ability to effect the redemption rights of our shareholders in connection with

a business combination.

We note that the funds held in trust to effect any such redemption are held outside of China and, in any event,

we are not aware of any PRC law or regulation that would prevent us from making redemption payments to our shareholders.

Our company is a blank check

company incorporated under the laws of the Cayman Islands.

We currently do not hold any equity interest in any PRC company or operate

any business in China.

Therefore, we are not required to obtain any permission from any PRC governmental authorities to operate our business

as currently conducted.

If we decide to consummate our business combination with a target business based in and primarily operating in

China, the combined company’s business operations in China through its subsidiaries, as applicable, are subject to relevant requirements

to obtain applicable licenses from PRC governmental authorities under relevant PRC laws and regulations.

We may not be able to consolidate the financial

results of some of our affiliated companies or such consolidation could materially adversely affect our operating results and financial

A substantial part of our

business following a business combination with a PRC entity may be conducted through VIE entities or in a VIE structure.

At the present

time, such structures and arrangements would allow us to be considered the primary beneficiary, enabling us to consolidate the financial

results of VIE entities in our consolidated financial statements.

In the event that in the future a company we hold as a VIE would no

longer meet the definition of a VIE, or we are deemed not to be the primary beneficiary, we would not be able to consolidate line by line

that entity’s financial results in our consolidated financial statements for PRC purposes.

Also, if in the future an affiliate company

becomes a VIE and we become the primary beneficiary, we would be required to consolidate that entity’s financial results in our

consolidated financial statements for PRC purposes.

If such entity’s financial results were negative, this could have a corresponding

negative impact on our operating results for PRC purposes.

However, any material variations in the accounting principles, practices, and

methods used in preparing financial statements for PRC purposes from the principles, practices, and methods generally accepted in the

and in the SEC accounting regulations must be discussed, quantified, and reconciled in financial statements for the U.S.

SEC purposes.

Uncertainties in the interpretation and

enforcement of PRC laws and regulations and changes in policies, rules, and regulations in China, which may be quick with little advance

notice, could limit the legal protection available to you and us.

The PRC legal system is based

on written statutes.

December 27, 2021, the NDRC and the MOFCOM promulgated Special Administrative Measures (Negative List) for the Access of Foreign

Investment (2021 Version), effective as of January 1, 2022 (the “Negative List”).

Compared to the previous version,

there are no specific industries added to the list but it for the first time declares China’s jurisdiction over (and detailed regulatory

requirements on) overseas listings made by Chinese businesses in the so-called “Prohibited Industries.” According to Article

6 of the Negative List, domestic enterprises engaging in businesses in which foreign investment is prohibited shall obtain approval from

the relevant authorities before offering and listing their shares on an overseas stock exchange.

In addition, certain foreign investors

shall not be involved in the operation or management of the relevant enterprise, and shareholding percentage restrictions under relevant

domestic securities investment management regulations shall apply to such foreign investors.

The intended scope of such jurisdiction

was further clarified by NDRC officials on a press conference held on January 18, 2022.

on our understanding of the current PRC laws and regulations, no prior permission is required under the M&A Rules, the Opinions,

the Draft Rules or the Negative List from any PRC governmental authorities (including the CSRC) for consummating an offering by our company,

(a) the CSRC currently has not issued any definitive rule or interpretation concerning whether offerings like our initial

public offering are subject to the M&A Rules;

(b) our company is a blank check company newly incorporated in Cayman Islands rather

than China and currently the company conducts no business in China and (c) our sponsor is a newly incorporated company in the British

Virgin Islands, rather than China, has its principal offices in New York and currently, the sponsor conducts no business in China.

there remains some uncertainty as to how the M&A Rules, the Opinions, the Draft Rules or the Negative List will be interpreted or

implemented in the context of an overseas offering or if we decide to consummate the business combination with a target business based

in and primarily operating in China.

If the CSRC or another PRC governmental authority subsequently determines that its approval is needed

for an offering, or a business combination with a target business based in and primarily operating in China, we may face approval delays,

adverse actions or sanctions by the CSRC or other PRC governmental authorities.

In any such event, these governmental authorities may

delay the offering or a potential business combination, impose fines and penalties, limit our operations in China, or take other actions

that could materially adversely affect our business, financial condition, results of operations, reputation and prospects, as well as

the trading price of our securities.

have not received any inquiry, notice, warning, sanctions or regulatory objection from the CSRC or any other PRC governmental authorities.

the event that we were to determine to engage in an initial business combination with a China-based or operating business we would be

subject to restrictions on the use of our cash obtained from our business combination with a China-based or operating business as described

under “ PRC regulation of loans to and direct investment in PRC entities by offshore holding companies and governmental control

of currency conversion may delay or prevent us from using the proceeds it receives from offshore financing activities to make loans to

or make additional capital contributions to any PRC subsidiaries, which could materially and adversely affect our liquidity and its ability

to fund and expand business” .

However, as discussed elsewhere herein, we do not believe we are currently subject to PRC

law or regulation, including those PRC laws and regulation which affect our cash flow, including our ability to effect the redemption

rights of our shareholders in connection with a business combination.

We note that the funds held in trust to effect any such redemption

are held outside of China and, in any event, we are not aware of any PRC law or regulation that would prevent us from making redemption

payments to our shareholders.

company is a blank check company incorporated under the laws of the Cayman Islands.

We currently do not hold any equity interest in any

PRC company or operate any business in China.

Therefore, we are not required to obtain any permission from any PRC governmental authorities

to operate our business as currently conducted.

If we decide to consummate our business combination with a target business based in and

primarily operating in China, the combined company’s business operations in China through its subsidiaries, as applicable, are

subject to relevant requirements to obtain applicable licenses from PRC governmental authorities under relevant PRC laws and regulations.

may not be able to consolidate the financial results of some of our affiliated companies or such consolidation could materially adversely

affect our operating results and financial condition.

substantial part of our business following a business combination with a PRC entity may be conducted through VIE entities or in a VIE

At the present time, such structures and arrangements would allow us to be considered the primary beneficiary, enabling us

to consolidate the financial results of VIE entities in our consolidated financial statements.

In the event that in the future a company

we hold as a VIE would no longer meet the definition of a VIE, or we are deemed not to be the primary beneficiary, we would not be able

to consolidate line by line that entity’s financial results in our consolidated financial statements for PRC purposes.

in the future an affiliate company becomes a VIE and we become the primary beneficiary, we would be required to consolidate that entity’s

financial results in our consolidated financial statements for PRC purposes.

If such entity’s financial results were negative,

this could have a corresponding negative impact on our operating results for PRC purposes.

However, any material variations in the accounting

principles, practices, and methods used in preparing financial statements for PRC purposes from the principles, practices, and methods

generally accepted in the U.S.

and in the SEC accounting regulations must be discussed, quantified, and reconciled in financial statements

GAAP and SEC purposes.

Uncertainties

in the interpretation and enforcement of PRC laws and regulations and changes in policies, rules, and regulations in China, which may

be quick with little advance notice, could limit the legal protection available to you and us.

PRC legal system is based on written statutes.

Unlike common law systems, it is a system in which legal cases have limited value as precedents.

In the late 1970s,

the PRC government began to promulgate a comprehensive system of laws and regulations governing economic matters in general.

The legislation

over the past three decades has significantly increased the protection afforded to various forms of foreign or private-sector investment

Any future PRC subsidiary is subject to various PRC laws and regulations generally applicable to companies in China.

laws and regulations are relatively new and the PRC legal system continues to rapidly evolve, however, the interpretations of many laws,

regulations, and rules are not always uniform and enforcement of these laws, regulations, and rules involve uncertainties.

From time to time, we may

have to resort to administrative and court proceedings to enforce our legal rights.

Since PRC administrative and court authorities have

significant discretion in interpreting and implementing statutory and contractual terms, however, it may be more difficult to evaluate

the outcome of administrative and court proceedings and the level of legal protection we enjoy in the PRC legal system than in more developed

legal systems.

Furthermore, the PRC legal system is based in part on government policies, internal rules, and regulations that may have

retroactive effect and may change quickly with little advance notice.

As a result, we may not be aware of our violation of these policies

and rules until sometime after the violation.

Such uncertainties, including uncertainties over the scope and effect of our contractual,

property (including intellectual property), and procedural rights, and any failure to respond to changes in the regulatory environment

in China could materially and adversely affect our business and impede our ability to continue our operations.

You may experience difficulties in effecting

service of legal process, enforcing foreign judgments, or bringing actions in China against us or our management based on foreign laws.

It may also be difficult for you or overseas regulators to conduct investigations or collect evidence within China.

Following completion of a

business combination, we may remain a company incorporated under the laws of the Cayman Islands, and conduct most of our operations in

China and most of our assets may be located in China.

In addition, currently all our senior executive officers and directors either reside

within China or Hong Kong, are physically there for a significant portion of each year, and are PRC nationals and this may also be the

case following the completion of a business combination with a PRC-based or operated company.

As a result, it may be difficult for you

to effect service of process upon us or those persons inside mainland China.

In addition, there is uncertainty as to whether the courts

of the Cayman Islands or the PRC would recognize or enforce judgments of U.S.

courts against us, or such persons predicated upon the civil

liability provisions of U.S.

In the late 1970s, the PRC government began to promulgate a comprehensive system of laws and regulations governing economic matters in

The legislation over the past three decades has significantly increased the protection afforded to various forms of foreign

or private-sector investment in China.

Any future PRC subsidiary is subject to various PRC laws and regulations generally applicable

to companies in China.

Since these laws and regulations are relatively new and the PRC legal system continues to rapidly evolve, however,

the interpretations of many laws, regulations, and rules are not always uniform and enforcement of these laws, regulations, and rules

involve uncertainties.

From time to time, we may have to resort to administrative and court proceedings to enforce our legal rights.

Since PRC administrative and court authorities have significant discretion in interpreting and implementing statutory and contractual

terms, however, it may be more difficult to evaluate the outcome of administrative and court proceedings and the level of legal protection

we enjoy in the PRC legal system than in more developed legal systems.

Furthermore, the PRC legal system is based in part on government

policies, internal rules, and regulations that may have retroactive effect and may change quickly with little advance notice.

we may not be aware of our violation of these policies and rules until sometime after the violation.

Such uncertainties, including uncertainties

over the scope and effect of our contractual, property (including intellectual property), and procedural rights, and any failure to respond

to changes in the regulatory environment in China could materially and adversely affect our business and impede our ability to continue

our operations.

may experience difficulties in effecting service of legal process, enforcing foreign judgments, or bringing actions in China against

us or our management based on foreign laws.

It may also be difficult for you or overseas regulators to conduct investigations or collect

evidence within China.

completion of a business combination, we may remain a company incorporated under the laws of the Cayman Islands, and conduct most of

our operations in China and most of our assets may be located in China.

In addition, currently all our senior executive officers and

directors either reside within China or Hong Kong, are physically there for a significant portion of each year, and are PRC nationals

and this may also be the case following the completion of a business combination with a PRC-based or operated company.

As a result, it

may be difficult for you to effect service of process upon us or those persons inside mainland China.

In addition, there is uncertainty

as to whether the courts of the Cayman Islands or the PRC would recognize or enforce judgments of U.S.

courts against us, or such persons

predicated upon the civil liability provisions of U.S.

securities laws or those of any U.S.

The recognition and enforcement

of foreign judgments are provided for under the PRC Civil Procedures Law .

PRC courts may recognize and enforce foreign judgments

in accordance with the requirements of the PRC Civil Procedures Law based either on treaties between China and the country where

the judgment is made or on principles of reciprocity between jurisdictions.

China does not have any treaties or other forms of written

arrangement with the U.S.

recognition and enforcement of foreign judgments are provided for under the PRC Civil Procedures Law .

PRC courts may recognize

and enforce foreign judgments in accordance with the requirements of the PRC Civil Procedures Law based either on treaties between

China and the country where the judgment is made or on principles of reciprocity between jurisdictions.

China does not have any treaties

or other forms of written arrangement with the U.S.

that provide for the reciprocal recognition and enforcement of foreign judgments.

In addition, according to

the PRC Civil Procedures Law , the PRC courts will not enforce a foreign judgment against us or our directors and officers if they

decide that the judgment violates the basic principles of PRC laws or national sovereignty, security, or public interest.

it is uncertain whether and on what basis a PRC court would enforce a judgment rendered by a court in the U.S.

It may also be difficult

for you or overseas regulators to conduct investigations or collect evidence within China.

For example, in China, there are significant

legal and other obstacles to obtaining information needed for shareholder investigations or litigation outside China or otherwise with

respect to foreign entities.

Although the authorities in China may establish a regulatory cooperation mechanism with its counterparts

of another country or region to monitor and oversee cross-border securities activities, such regulatory cooperation with the securities

regulatory authorities in the U.S.

In addition, according to the PRC Civil Procedures Law , the PRC courts will not enforce a foreign judgment against us or our directors

and officers if they decide that the judgment violates the basic principles of PRC laws or national sovereignty, security, or public

As a result, it is uncertain whether and on what basis a PRC court would enforce a judgment rendered by a court in the U.S.

may also be difficult for you or overseas regulators to conduct investigations or collect evidence within China.

For example, in China,

there are significant legal and other obstacles to obtaining information needed for shareholder investigations or litigation outside

China or otherwise with respect to foreign entities.

Although the authorities in China may establish a regulatory cooperation mechanism

with its counterparts of another country or region to monitor and oversee cross-border securities activities, such regulatory cooperation

with the securities regulatory authorities in the U.S.

may not be efficient in the absence of a practical cooperation mechanism.

Furthermore, according to

Article 177 of the PRC Securities Law, or “Article 177,” which became effective in March 2020, no overseas securities

regulator is allowed to directly conduct investigations or evidence collection activities within the territory of the PRC.

further provides that Chinese entities and individuals are not allowed to provide documents or materials related to securities business

activities to foreign agencies without prior consent from the securities regulatory authority of the PRC State Council and the competent

departments of the PRC State Council.

While detailed interpretation of or implementing rules under Article 177 have yet to be promulgated,

the inability for an overseas securities regulator to directly conduct investigation or evidence collection activities within China may

further increase difficulties faced by you in protecting your interests.

There is also uncertainty

as to whether the courts of Hong Kong would (1) recognize or enforce judgments of U.S.

courts obtained against us or our directors or

officers that are predicated upon the civil liability provisions of the federal securities laws of the United States or the securities

laws of any state in the United States, or (2) entertain original actions brought in Hong Kong against us or our directors or officers

that are predicated upon the federal securities laws of the United States or the securities laws of any state in the United States.

In addition, judgments of

United States courts will not be directly enforced in Hong Kong.

There are currently no treaties or other arrangements providing for reciprocal

enforcement of foreign judgments between Hong Kong and the United States.

However, subject to certain conditions, including but not limited

to when the judgment is for a definite sum of money in a civil matter and not in respect of taxes, fines, penalties or similar charges,

the judgment is final and conclusive rendered by a court with jurisdiction to adjudicate the matter and has not been stayed or satisfied

in full, the judgment is from a competent court, the judgment was not obtained by fraud, misrepresentation or mistake nor obtained in

proceedings which contravenes the rules of natural justice and the enforcement of the judgment is not contrary to public policy in Hong

Kong, Hong Kong courts may accept such judgment obtained from a United States court as a debt due under the rules of common law.

a separate legal action for debt must be commenced in Hong Kong in order to recover such debt from the judgment debtor.

Any actions by the Chinese government, including

any decision to intervene or influence the operations of any future PRC subsidiary or to exert control over any offering of securities

conducted overseas and/or foreign investment in China-based issuers, may cause us to make material changes to the operations of any future

PRC subsidiary, may limit or completely hinder our ability to offer or continue to offer securities to investors, and may cause the value

of such securities to significantly decline or be worthless.

The Chinese government has

exercised and continues to exercise substantial control over virtually every sector of the Chinese economy through regulation and state

The ability of any PRC-based or controlled business that we may acquire to operate in China may be impaired by changes in its

laws and regulations, including those relating to taxation, environmental regulations, land use rights, foreign investment limitations,

and other matters.

The central or local governments of China may impose new, stricter regulations or interpretations of existing regulations

that would require additional expenditures and efforts on our part to ensure our PRC-based or controlled subsidiary’s compliance

with such regulations or interpretations.

As such, any future PRC subsidiary may be subject to various government and regulatory interference

in the provinces in which they operate.

They could be subject to regulation by various political and regulatory entities, including various

local and municipal agencies and government sub-divisions.

They may incur increased costs necessary to comply with existing and newly

adopted laws and regulations or penalties for any failure to comply.

Furthermore, it is uncertain

when and whether we will be required to obtain permission from the PRC government to list on U.S.

exchanges in the future, and even when

such permission is obtained, whether it will be denied or rescinded.

Our operations following a business combination with a PRC entity

could be adversely affected, directly or indirectly, by existing or future laws and regulations relating to our business or industry,

particularly in the event permission to list on U.S.

according to Article 177 of the PRC Securities Law, or “Article 177,” which became effective in March 2020, no overseas

securities regulator is allowed to directly conduct investigations or evidence collection activities within the territory of the PRC.

Article 177 further provides that Chinese entities and individuals are not allowed to provide documents or materials related to securities

business activities to foreign agencies without prior consent from the securities regulatory authority of the PRC State Council and the

competent departments of the PRC State Council.

While detailed interpretation of or implementing rules under Article 177 have yet to

be promulgated, the inability for an overseas securities regulator to directly conduct investigation or evidence collection activities

within China may further increase difficulties faced by you in protecting your interests.

is also uncertainty as to whether the courts of Hong Kong would (1) recognize or enforce judgments of U.S.

courts obtained against us

or our directors or officers that are predicated upon the civil liability provisions of the federal securities laws of the United States

or the securities laws of any state in the United States, or (2) entertain original actions brought in Hong Kong against us or our directors

or officers that are predicated upon the federal securities laws of the United States or the securities laws of any state in the United

addition, judgments of United States courts will not be directly enforced in Hong Kong.

There are currently no treaties or other arrangements

providing for reciprocal enforcement of foreign judgments between Hong Kong and the United States.

However, subject to certain conditions,

including but not limited to when the judgment is for a definite sum of money in a civil matter and not in respect of taxes, fines, penalties

or similar charges, the judgment is final and conclusive rendered by a court with jurisdiction to adjudicate the matter and has not been

stayed or satisfied in full, the judgment is from a competent court, the judgment was not obtained by fraud, misrepresentation or mistake

nor obtained in proceedings which contravenes the rules of natural justice and the enforcement of the judgment is not contrary to public

policy in Hong Kong, Hong Kong courts may accept such judgment obtained from a United States court as a debt due under the rules of common

However, a separate legal action for debt must be commenced in Hong Kong in order to recover such debt from the judgment debtor.

actions by the Chinese government, including any decision to intervene or influence the operations of any future PRC subsidiary or to

exert control over any offering of securities conducted overseas and/or foreign investment in China-based issuers, may cause us to make

material changes to the operations of any future PRC subsidiary, may limit or completely hinder our ability to offer or continue to offer

securities to investors, and may cause the value of such securities to significantly decline or be worthless.

Chinese government has exercised and continues to exercise substantial control over virtually every sector of the Chinese economy through

regulation and state ownership.

The ability of any PRC-based or controlled business that we may acquire to operate in China may be impaired

by changes in its laws and regulations, including those relating to taxation, environmental regulations, land use rights, foreign investment

limitations, and other matters.

The central or local governments of China may impose new, stricter regulations or interpretations of

existing regulations that would require additional expenditures and efforts on our part to ensure our PRC-based or controlled subsidiary’s

compliance with such regulations or interpretations.

As such, any future PRC subsidiary may be subject to various government and regulatory

interference in the provinces in which they operate.

They could be subject to regulation by various political and regulatory entities,

including various local and municipal agencies and government sub-divisions.

They may incur increased costs necessary to comply with

existing and newly adopted laws and regulations or penalties for any failure to comply.

it is uncertain when and whether we will be required to obtain permission from the PRC government to list on U.S.

exchanges in the future,

and even when such permission is obtained, whether it will be denied or rescinded.

Our operations following a business combination with

a PRC entity could be adversely affected, directly or indirectly, by existing or future laws and regulations relating to our business

or industry, particularly in the event permission to list on U.S.

exchanges may be later required, or withheld or rescinded once given.

Accordingly, government actions

in the future, including any decision to intervene or influence the operations of any future PRC subsidiary at any time or to exert control

over an offering of securities conducted overseas and/or foreign investment in China-based issuers, may cause us to make material changes

to the operations of any future PRC subsidiary, may limit or completely hinder our ability to offer or continue to offer securities to

investors, and/or may cause the value of such securities to significantly decline or be worthless.

PRC regulations relating to offshore investment

activities by PRC residents may limit our ability to inject capital in our Chinese subsidiaries and Chinese subsidiaries’ ability

to change their registered capital or distribute profits to the combined company or otherwise expose it or its PRC resident beneficial

owners to liability and penalties under PRC laws.

In July 2014, SAFE

promulgated the Circular on Relevant Issues Concerning Foreign Exchange Control on Domestic Residents’ Offshore Investment and Financing

and Roundtrip Investment Through Special Purpose Vehicles, or SAFE Circular 37.

SAFE Circular 37 requires PRC residents (including PRC

individuals and PRC corporate entities as well as foreign individuals that are deemed as PRC residents for foreign exchange administration

purpose) to register with SAFE or its local branches in connection with their direct or indirect offshore investment activities.

Circular 37 is applicable to our shareholders who are PRC residents and may be applicable to any offshore acquisitions that we make in

Under SAFE Circular 37, PRC

residents who make, or have prior to the implementation of SAFE Circular 37 made, direct or indirect investments in offshore special purpose

vehicles, or SPVs, will be required to register such investments with SAFE or its local branches.

In addition, any PRC resident who is

a direct or indirect shareholder of an SPV, is required to update its filed registration with the local branch of SAFE with respect to

that SPV, to reflect any material change, including, among other things, any major change of a PRC resident shareholder, name or term

of operation of the SPVs, or any increase or reduction of the SPVs’ registered capital, share transfer or swap, merger or division.

Moreover, any subsidiary of such SPV in China is required to urge the PRC resident shareholders to update their registration with the

local branch of SAFE.

If any PRC shareholder of such SPV fails to make the required registration or to update the previously filed registration,

the subsidiary of such SPV in China may be prohibited from distributing its profits or the proceeds from any capital reduction, share

transfer or liquidation to the SPV, and the SPV may also be prohibited from making additional capital contributions into its subsidiary

On February 13, 2015, SAFE promulgated a Notice on Further Simplifying and Improving Foreign Exchange Administration Policy

on Direct Investment, or SAFE Notice 13, which became effective on June 1, 2015.

Under SAFE Notice 13, applications for foreign

exchange registration of inbound foreign direct investments and outbound overseas direct investments, including those required under SAFE

Circular 37, will be filed with qualified banks instead of SAFE or its branches.

The qualified banks will directly examine the applications

and accept registrations under the supervision of SAFE.

We cannot provide assurance

that our shareholders that are PRC residents at all times comply with, or in the future make or obtain any applicable registrations or

approvals required by, SAFE Circular 37 or other related rules.

Failure or inability of the combined company’s PRC resident shareholders

to comply with the registration procedures set forth in these regulations may subject the combined company to fines and legal sanctions,

restrict its cross-border investment activities, limit the ability of its wholly foreign-owned subsidiary in China to distribute dividends

and the proceeds from any reduction in capital, share transfer or liquidation, and the combined company may also be prohibited from injecting

additional capital into the subsidiary.

Moreover, failure to comply with the various foreign exchange registration requirements described

above could result in liability under PRC law for circumventing applicable foreign exchange restrictions.

As a result, the combined company’s

business operations and the combined company’s ability to distribute profits to you could be materially and adversely affected.

Furthermore, as these foreign

exchange regulations are still relatively new and their interpretation and implementation has been constantly evolving, it is unclear

how these regulations, and any future regulation concerning offshore or cross-border transactions, will be interpreted, amended and implemented

by the relevant government authorities.

For example, we may be subject to a more stringent review and approval process with respect to

our foreign exchange activities, such as remittance of dividends and foreign-currency-denominated borrowings, which may adversely affect

our financial condition and results of operations.

In addition, if we decide to acquire a PRC domestic company, we cannot assure you that

we or the owners of such company, as the case may be, will be able to obtain the necessary approvals or complete the necessary filings

and registrations required by the foreign exchange regulations.

This may restrict our ability to implement our acquisition strategy and

could adversely affect our business and prospects.

PRC regulation of loans to and direct investment

in PRC entities by offshore holding companies and governmental control of currency conversion may delay or prevent us from using the proceeds

it receives from offshore financing activities to make loans to or make additional capital contributions to any PRC subsidiaries, which

could materially and adversely affect our liquidity and its ability to fund and expand business.

Following a business combination

with one or more PRC based entities, any transfer of funds by us to any PRC subsidiaries, either as a shareholder loan or as an increase

in registered capital, is subject to approval by or registration or filing with relevant governmental authorities in China.

to the relevant PRC regulations on foreign-invested enterprises in China, capital contributions to PRC subsidiaries are subject to the

approval of or filing with the Ministry of Commerce in its local branches and registration with a local bank authorized by SAFE.

(i) any foreign loan procured by PRC subsidiaries is required to be registered with SAFE or its local branches or filed with SAFE in its

information system;

and (ii) PRC subsidiaries may not procure loans which exceed the difference between their total investment amount

and registered capital or, as an alternative, only procure loans subject to the calculation approach and limitation as provided in the

People’s Bank of China Notice No.

government actions in the future, including any decision to intervene or influence the operations of any future PRC subsidiary at any

time or to exert control over an offering of securities conducted overseas and/or foreign investment in China-based issuers, may cause

us to make material changes to the operations of any future PRC subsidiary, may limit or completely hinder our ability to offer or continue

to offer securities to investors, and/or may cause the value of such securities to significantly decline or be worthless.

regulations relating to offshore investment activities by PRC residents may limit our ability to inject capital in our Chinese subsidiaries

and Chinese subsidiaries’ ability to change their registered capital or distribute profits to the combined company or otherwise

expose it or its PRC resident beneficial owners to liability and penalties under PRC laws.

July 2014, SAFE promulgated the Circular on Relevant Issues Concerning Foreign Exchange Control on Domestic Residents’ Offshore

Investment and Financing and Roundtrip Investment Through Special Purpose Vehicles, or SAFE Circular 37.

SAFE Circular 37 requires PRC

residents (including PRC individuals and PRC corporate entities as well as foreign individuals that are deemed as PRC residents for foreign

exchange administration purpose) to register with SAFE or its local branches in connection with their direct or indirect offshore investment

SAFE Circular 37 is applicable to our shareholders who are PRC residents and may be applicable to any offshore acquisitions

that we make in the future.

SAFE Circular 37, PRC residents who make, or have prior to the implementation of SAFE Circular 37 made, direct or indirect investments

in offshore special purpose vehicles, or SPVs, will be required to register such investments with SAFE or its local branches.

any PRC resident who is a direct or indirect shareholder of an SPV, is required to update its filed registration with the local branch

of SAFE with respect to that SPV, to reflect any material change, including, among other things, any major change of a PRC resident shareholder,

name or term of operation of the SPVs, or any increase or reduction of the SPVs’ registered capital, share transfer or swap, merger

Moreover, any subsidiary of such SPV in China is required to urge the PRC resident shareholders to update their registration

with the local branch of SAFE.

If any PRC shareholder of such SPV fails to make the required registration or to update the previously

filed registration, the subsidiary of such SPV in China may be prohibited from distributing its profits or the proceeds from any capital

reduction, share transfer or liquidation to the SPV, and the SPV may also be prohibited from making additional capital contributions

into its subsidiary in China.

On February 13, 2015, SAFE promulgated a Notice on Further Simplifying and Improving Foreign Exchange

Administration Policy on Direct Investment, or SAFE Notice 13, which became effective on June 1, 2015.

Under SAFE Notice 13, applications

for foreign exchange registration of inbound foreign direct investments and outbound overseas direct investments, including those required

under SAFE Circular 37, will be filed with qualified banks instead of SAFE or its branches.

The qualified banks will directly examine

the applications and accept registrations under the supervision of SAFE.

cannot provide assurance that our shareholders that are PRC residents at all times comply with, or in the future make or obtain any applicable

registrations or approvals required by, SAFE Circular 37 or other related rules.

Failure or inability of the combined company’s

PRC resident shareholders to comply with the registration procedures set forth in these regulations may subject the combined company

to fines and legal sanctions, restrict its cross-border investment activities, limit the ability of its wholly foreign-owned subsidiary

in China to distribute dividends and the proceeds from any reduction in capital, share transfer or liquidation, and the combined company

may also be prohibited from injecting additional capital into the subsidiary.

Moreover, failure to comply with the various foreign exchange

registration requirements described above could result in liability under PRC law for circumventing applicable foreign exchange restrictions.

As a result, the combined company’s business operations and the combined company’s ability to distribute profits to you could

be materially and adversely affected.

as these foreign exchange regulations are still relatively new and their interpretation and implementation has been constantly evolving,

it is unclear how these regulations, and any future regulation concerning offshore or cross-border transactions, will be interpreted,

amended and implemented by the relevant government authorities.

For example, we may be subject to a more stringent review and approval

process with respect to our foreign exchange activities, such as remittance of dividends and foreign-currency-denominated borrowings,

which may adversely affect our financial condition and results of operations.

In addition, if we decide to acquire a PRC domestic company,

we cannot assure you that we or the owners of such company, as the case may be, will be able to obtain the necessary approvals or complete

the necessary filings and registrations required by the foreign exchange regulations.

This may restrict our ability to implement our

acquisition strategy and could adversely affect our business and prospects.

regulation of loans to and direct investment in PRC entities by offshore holding companies and governmental control of currency conversion

may delay or prevent us from using the proceeds it receives from offshore financing activities to make loans to or make additional capital

contributions to any PRC subsidiaries, which could materially and adversely affect our liquidity and its ability to fund and expand business.

a business combination with one or more PRC based entities, any transfer of funds by us to any PRC subsidiaries, either as a shareholder

loan or as an increase in registered capital, is subject to approval by or registration or filing with relevant governmental authorities

According to the relevant PRC regulations on foreign-invested enterprises in China, capital contributions to PRC subsidiaries

are subject to the approval of or filing with the Ministry of Commerce in its local branches and registration with a local bank authorized

In addition, (i) any foreign loan procured by PRC subsidiaries is required to be registered with SAFE or its local branches

or filed with SAFE in its information system;

and (ii) PRC subsidiaries may not procure loans which exceed the difference between their

total investment amount and registered capital or, as an alternative, only procure loans subject to the calculation approach and limitation

as provided in the People’s Bank of China Notice No.

9 (the “PBOC Notice No.

Any medium- or long-term loan to be provided by us or

our affiliated entities, if any, to our PRC subsidiary must be registered with the National Development and Reform Commission and SAFE

or its local branches.

We may not be able to obtain these government approvals or complete such registrations on a timely basis, if at

all, with respect to future capital contributions or foreign loans by us to our PRC subsidiaries.

If we fail to receive such approvals

or complete such registration or filing, our ability to capitalize on PRC operations may be negatively affected, which could adversely

affect our liquidity and ability to fund and expand our businesses.

The Circular on Reforming

the Administration of Foreign Exchange Settlement of Capital of Foreign-Invested Enterprises, or SAFE Circular 19, effective as of June 1,

2015, as amended by Circular of the State Administration of Foreign Exchange on Reforming and Regulating Policies on the Control over

Foreign Exchange Settlement under the Capital Account, or SAFE Circular 16, effective on June 9, 2016, allows certain entities to

settle their foreign exchange capital at their discretion, but continues to prohibit them from using the Renminbi fund converted from

their foreign exchange capitals for expenditure beyond their business scopes, and also prohibit such PRC based entities from using such

Renminbi fund to provide loans to persons other than affiliates unless otherwise permitted under its business scope.

As a result, SAFE

Circular 19 and SAFE Circular 16 may significantly limit our future ability to use Renminbi converted from the net proceeds from our offshore

financing activities to fund the establishment of new entities in China by us or their subsidiaries, to invest in or acquire any other

PRC companies through any future PRC subsidiaries in China, which may adversely affect our business, financial condition and results of

Our initial business combination may be

subject to national security review by the PRC government, and we may have to spend additional resources and incur additional time delays

to complete any such business combination or be prevented from pursuing certain investment opportunities.

On February 3, 2011, the

PRC government issued a Notice Concerning the Establishment of Security Review Procedure on Mergers and Acquisitions of Domestic Enterprises

by Foreign Investors (“Security Review Regulations”), which became effective on March 3, 2011.

The Security Review Regulations

cover acquisitions by foreign investors of a broad range of PRC enterprises if such acquisitions could result in de facto control by foreign

On December 19, 2020, the National Development and Reform Commission (the “NDRC”) and MOFCOM jointly issued the

Measures for the Security Review of Foreign Investments (the “New FISR Measures”), which was made pursuant to the National

Security Law and the Foreign Investment Law, which became effective on January 18, 2021.

The New FISR Measures further expand the scope

of national security review on foreign investment, while leaving substantial room for interpretation and speculation.

Foreign investors

or the relevant parties in China (hereinafter referred to collectively as the “parties concerned”) are required to provide

advance notice to the office of the working mechanism relating to a proposed foreign investment within the following categories so that

it can consider whether to permit such an investment:

(a) military industry, military industrial supporting and other fields relating

to the security of national defense, and investments in areas surrounding military facilities and military industry facilities;

important agricultural products, important energy and resources, important equipment manufacturing, important infrastructure, important

transport services, important cultural products and services, important information technology and Internet products and services, important

financial services, key technologies and other important fields relating to national security.

Prior to a decision being made by the office

of the working mechanism, the parties concerned shall not consummate the proposed investment.

The Security Review Regulations

and the New FISR Measures will potentially subject a large number of mergers and acquisitions transactions by foreign investors in China

to an additional layer of regulatory review.

Currently, there is significant uncertainty as to the implication of the Security Review

Regulations and the New FISR Measures.

Complying with the requirements of the above-mentioned regulations and other relevant rules to

complete such transactions could be time-consuming, and any required approval processes may delay or inhibit our ability to complete our

potential initial business combination, and we may have to spend additional resources and incur additional time delays to complete any

such acquisition.

There is no guarantee that we can receive such approval in a timely manner, and we may also be prevented from pursuing

certain investment opportunities if the PRC government considers that the potential investments will result in a significant national

security issue.

If obtained, since our initial business combination period is 15 months from the closing of our Initial Public Offering,

or if we decide to extend the period of time to consummate our initial business combination, 18 months from the closing of our Initial

Public Offering, and the approval process may take a period longer than we expect before we enter into a definitive agreement with a target

company, we may be unable to complete a business combination by October 14, 2024, or if we decide to extend the period of time to consummate

our initial business combination, January 14, 2025.

Dividends payable to our foreign investors

and gains on the sale of our ordinary shares by our foreign investors may be subject to PRC tax.

We may consummate a business

combination with a target business based in and primarily operating in China through subsidiaries in China.

After such business combination,

the combined company may rely on dividends and other distributions from the PRC subsidiaries of the combined company to provide it with

cash flow and to meet its other obligations.

Current regulations in China would permit the combined company’s PRC subsidiaries to

pay dividends only out of their accumulated distributable profits, if any, determined in accordance with Chinese accounting standards

and regulations.

In addition, the combined company’s PRC subsidiaries in China will be required to set aside at least 10% of their

after-tax profits each year to fund their respective statutory reserves (up to an aggregate amount equal to half of their respective registered

Any medium- or long-term loan to

be provided by us or our affiliated entities, if any, to our PRC subsidiary must be registered with the National Development and Reform

Commission and SAFE or its local branches.

We may not be able to obtain these government approvals or complete such registrations on

a timely basis, if at all, with respect to future capital contributions or foreign loans by us to our PRC subsidiaries.

If we fail to

receive such approvals or complete such registration or filing, our ability to capitalize on PRC operations may be negatively affected,

which could adversely affect our liquidity and ability to fund and expand our businesses.

Circular on Reforming the Administration of Foreign Exchange Settlement of Capital of Foreign-Invested Enterprises, or SAFE Circular

19, effective as of June 1, 2015, as amended by Circular of the State Administration of Foreign Exchange on Reforming and Regulating

Policies on the Control over Foreign Exchange Settlement under the Capital Account, or SAFE Circular 16, effective on June 9, 2016,

allows certain entities to settle their foreign exchange capital at their discretion, but continues to prohibit them from using the Renminbi

fund converted from their foreign exchange capitals for expenditure beyond their business scopes, and also prohibit such PRC based entities

from using such Renminbi fund to provide loans to persons other than affiliates unless otherwise permitted under its business scope.

As a result, SAFE Circular 19 and SAFE Circular 16 may significantly limit our future ability to use Renminbi converted from the net

proceeds from our offshore financing activities to fund the establishment of new entities in China by us or their subsidiaries, to invest

in or acquire any other PRC companies through any future PRC subsidiaries in China, which may adversely affect our business, financial

condition and results of operations.

initial business combination may be subject to national security review by the PRC government, and we may have to spend additional resources

and incur additional time delays to complete any such business combination or be prevented from pursuing certain investment opportunities.

February 3, 2011, the PRC government issued a Notice Concerning the Establishment of Security Review Procedure on Mergers and Acquisitions

of Domestic Enterprises by Foreign Investors (“Security Review Regulations”), which became effective on March 3, 2011.

Security Review Regulations cover acquisitions by foreign investors of a broad range of PRC enterprises if such acquisitions could result

in de facto control by foreign investors.

On December 19, 2020, the National Development and Reform Commission (the “NDRC”)

and MOFCOM jointly issued the Measures for the Security Review of Foreign Investments (the “New FISR Measures”), which was

made pursuant to the National Security Law and the Foreign Investment Law, which became effective on January 18, 2021.

The New FISR Measures

further expand the scope of national security review on foreign investment, while leaving substantial room for interpretation and speculation.

Foreign investors or the relevant parties in China (hereinafter referred to collectively as the “parties concerned”) are

required to provide advance notice to the office of the working mechanism relating to a proposed foreign investment within the following

categories so that it can consider whether to permit such an investment:

(a) military industry, military industrial supporting and other

fields relating to the security of national defense, and investments in areas surrounding military facilities and military industry facilities;

and (b) important agricultural products, important energy and resources, important equipment manufacturing, important infrastructure,

important transport services, important cultural products and services, important information technology and Internet products and services,

important financial services, key technologies and other important fields relating to national security.

Prior to a decision being made

by the office of the working mechanism, the parties concerned shall not consummate the proposed investment.

Security Review Regulations and the New FISR Measures will potentially subject a large number of mergers and acquisitions transactions

by foreign investors in China to an additional layer of regulatory review.

Currently, there is significant uncertainty as to the implication

of the Security Review Regulations and the New FISR Measures.

Complying with the requirements of the above-mentioned regulations and

other relevant rules to complete such transactions could be time-consuming, and any required approval processes may delay or inhibit

our ability to complete our potential initial business combination, and we may have to spend additional resources and incur additional

time delays to complete any such acquisition.

There is no guarantee that we can receive such approval in a timely manner, and we may

also be prevented from pursuing certain investment opportunities if the PRC government considers that the potential investments will

result in a significant national security issue.

If obtained, since our initial business combination period is 12 months from the closing

of our Initial Public Offering, or, if we decide to extend the period of time to consummate our initial business combination, up to 24

months from the closing of our Initial Public Offering, and the approval process may take longer than we expect, we may be unable to

complete a business combination by April 1, 2027, assuming we decide to extend the period of time to consummate our initial business

combination to such date.

payable to our foreign investors and gains on the sale of our ordinary shares by our foreign investors may be subject to PRC tax.

may consummate a business combination with a target business based in and primarily operating in China through subsidiaries in China.

After such business combination, the combined company may rely on dividends and other distributions from the PRC subsidiaries of the

combined company to provide it with cash flow and to meet its other obligations.

Current regulations in China would permit the combined

company’s PRC subsidiaries to pay dividends only out of their accumulated distributable profits, if any, determined in accordance

with Chinese accounting standards and regulations.

In addition, the combined company’s PRC subsidiaries in China will be required

to set aside at least 10% of their after-tax profits each year to fund their respective statutory reserves (up to an aggregate amount

equal to half of their respective registered capital).

Such cash reserve may not be distributed as cash dividends.

In addition, if the combined

company’s PRC subsidiaries incur debt on their own behalf in the future, the instruments governing the debt may restrict their ability

to pay dividends or make payments to the combined company or its PRC subsidiaries, as applicable.

Enhanced scrutiny over acquisition transactions

by the PRC tax authorities may have a negative impact on potential acquisitions we may pursue in the future.

The PRC tax authorities have

enhanced their scrutiny over the direct or indirect transfer of certain taxable assets, including, in particular, equity interests in

a PRC resident enterprise, by a non-resident enterprise by promulgating and implementing SAT Circular 59 and Circular 698, which became

effective in January 2008, and a Circular 7 in replacement of some of the existing rules in Circular 698, which became effective

in February 2015.

Under Circular 698, where

a non-resident enterprise conducts an “indirect transfer” by transferring the equity interests of a PRC “resident enterprise”

indirectly by disposing of the equity interests of an overseas holding company, the non-resident enterprise, being the transferor, may

be subject to PRC corporate income tax, if the indirect transfer is considered to be an abusive use of company structure without reasonable

commercial purposes.

As a result, gains derived from such indirect transfer may be subject to PRC tax at a rate of up to 10%.

698 also provides that, where a non-PRC resident enterprise transfers its equity interests in a PRC resident enterprise to its related

parties at a price lower than the fair market value, the relevant tax authority has the power to make a reasonable adjustment to the taxable

income of the transaction.

In February 2015, the

SAT issued Circular 7 to replace the rules relating to indirect transfers in Circular 698.

Circular 7 has introduced a new tax regime

that is significantly different from that under Circular 698.

Circular 7 extends its tax jurisdiction to not only indirect transfers set

forth under Circular 698 but also transactions involving transfer of other taxable assets, through the offshore transfer of a foreign

intermediate holding company.

In addition, Circular 7 provides clearer criteria than Circular 698 on how to assess reasonable commercial

purposes and has introduced safe harbors for internal group restructurings and the purchase and sale of equity through a public securities

Circular 7 also brings challenges to both the foreign transferor and transferee (or other person who is obligated to pay for the

transfer) of the taxable assets.

Where a non-resident enterprise conducts an “indirect transfer” by transferring the taxable

assets indirectly by disposing of the equity interests of an overseas holding company, the non-resident enterprise being the transferor,

or the transferee, or the PRC entity which directly owned the taxable assets may report to the relevant tax authority such indirect transfer.

Using a “substance over form” principle, the PRC tax authority may disregard the existence of the overseas holding company

if it lacks a reasonable commercial purpose and was established for the purpose of reducing, avoiding or deferring PRC tax.

gains derived from such indirect transfer may be subject to PRC corporate income tax, and the transferee or other person who is obligated

to pay for the transfer is obligated to withhold the applicable taxes, currently at a rate of 10% for the transfer of equity interests

in a PRC resident enterprise.

We face uncertainties on

the reporting and consequences on future private equity financing transactions, share exchange or other transactions involving the transfer

of shares in our company by investors that are non-PRC resident enterprises.

The PRC tax authorities may pursue such non-resident enterprises

with respect to a filing or the transferees with respect to withholding obligation, and request our PRC subsidiaries to assist in the

As a result, we and non-resident enterprises in such transactions may become at risk of being subject to filing obligations or

being taxed, under Circular 59 or Circular 698 and Circular 7, and may be required to expend valuable resources to comply with Circular

59, Circular 698 and Circular 7 or to establish that we and our non-resident enterprises should not be taxed under these circulars, which

may have a material adverse effect on our financial condition and results of operations.

The PRC tax authorities have

the discretion under SAT Circular 59, Circular 698 and Circular 7 to make adjustments to the taxable capital gains based on the difference

between the fair value of the taxable assets transferred and the cost of investment.

Although we currently have no plans to pursue any

acquisitions in China or elsewhere in the world, we may pursue acquisitions in the future that may involve complex corporate structures.

If we are considered a non-resident enterprise under the PRC corporate income tax law and if the PRC tax authorities make adjustments

to the taxable income of the transactions under SAT Circular 59 or Circular 698 and Circular 7, our income tax costs associated with such

potential acquisitions will be increased, which may have an adverse effect on our financial condition and results of operations.

Recent greater oversight by the Cyberspace

Administration of China over data security, particularly for companies seeking to list on a foreign exchange, could adversely impact our

future business and any future offering of securities.

On July 10, 2021, the

Cyberspace Administration of China or CAC published the Circular on Seeking Comments on Cybersecurity Review Measures (Revised Draft for

Comments) (the “Review Measures Draft”), which provides that, in addition to critical information infrastructure operators

(“CIIOs”) that intend to purchase Internet products and services, data processing operators engaging in data processing activities

that affect or may affect national security must be subject to cybersecurity review by the Cybersecurity Review Office of the PRC.

to the Review Measures Draft, a cybersecurity review assesses potential national security risks that may be brought about by any procurement,

data processing, or overseas listing (“Cybersecurity Review Measures”).

The Review Measures Draft further requires that CIIOs

and data processing operators that possess personal data of at least one million users must apply for a review by the Cybersecurity Review

Office of the PRC before conducting listings in foreign countries.

The deadline for public comments on the Review Measures Draft was July 25,

There remains uncertainty, however, as to how the final Cybersecurity Review Measures will be interpreted or implemented and whether

the PRC regulatory agencies, including the CAC, may adopt new laws, regulations, rules, or detailed implementation and interpretation

related to the Cybersecurity Review Measures.

We may be required to obtain

permission from Chinese authorities, including the Cyberspace Administration of China to acquire and operate certain PRC-based or controlled

businesses, and the ownership or operation of certain China-based businesses may be limited or prohibited to foreign investors.

Compliance with the Cybersecurity

Review Measures, if applicable to a potential business combination, would likely be time consuming and costly and may not be able to be

completed timely to comply with our time constraints in completing a business combination.

If we inadvertently conclude

that the Cybersecurity Review Measures do not apply to a potential business combination, or if applicable laws, regulations, or interpretations

change and it is determined in the future that the Cybersecurity Review Measures become applicable to us, we may be subject to review

when conducting data processing activities, and may face challenges in addressing its requirements and make necessary changes to our internal

policies and practices.

We may incur substantial costs in complying with the Cybersecurity Review Measures, which could result in material

adverse changes in our business operations and financial position.

If we are not able to fully comply with the Cybersecurity Review Measures,

our ability to offer or continue to offer securities to investors may be significantly limited or completely hindered, and our securities

may significantly decline in value or become worthless.

If any such new laws, regulations,

rules, or implementation and interpretation come into effect, we will take all reasonable measures and actions to comply and to minimize

the adverse effect of such laws on us.

We cannot guarantee, however, that we will not be subject to cybersecurity review in the future.

During such review, we may be required to suspend our operation or experience other disruptions to our operations.

Cybersecurity review

could also result in negative publicity with respect to our Company and diversion of our managerial and financial resources, which could

materially and adversely affect our business, financial conditions, and results of operations.

Notwithstanding that our

officers and directors have significant ties to and are located in China, we do not believe that CAC oversight has affected, or will affect,

our operations, including our search for a business combination target.

To the extent applicable to us, we believe that we are compliant

with the current rules and policies of CAC.

Risks Related to Our Securities

addition, if the combined company’s PRC subsidiaries incur debt on their own behalf in the future, the instruments governing the

debt may restrict their ability to pay dividends or make payments to the combined company or its PRC subsidiaries, as applicable.

scrutiny over acquisition transactions by the PRC tax authorities may have a negative impact on potential acquisitions we may pursue

in the future.

PRC tax authorities have enhanced their scrutiny over the direct or indirect transfer of certain taxable assets, including, in particular,

equity interests in a PRC resident enterprise, by a non-resident enterprise by promulgating and implementing SAT Circular 59 and Circular

698, which became effective in January 2008, and a Circular 7 in replacement of some of the existing rules in Circular 698, which

became effective in February 2015.

Circular 698, where a non-resident enterprise conducts an “indirect transfer” by transferring the equity interests of a PRC

“resident enterprise” indirectly by disposing of the equity interests of an overseas holding company, the non-resident enterprise,

being the transferor, may be subject to PRC corporate income tax, if the indirect transfer is considered to be an abusive use of company

structure without reasonable commercial purposes.

As a result, gains derived from such indirect transfer may be subject to PRC tax at

a rate of up to 10%.

Circular 698 also provides that, where a non-PRC resident enterprise transfers its equity interests in a PRC resident

enterprise to its related parties at a price lower than the fair market value, the relevant tax authority has the power to make a reasonable

adjustment to the taxable income of the transaction.

February 2015, the SAT issued Circular 7 to replace the rules relating to indirect transfers in Circular 698.

Circular 7 has introduced

a new tax regime that is significantly different from that under Circular 698.

Circular 7 extends its tax jurisdiction to not only indirect

transfers set forth under Circular 698 but also transactions involving transfer of other taxable assets, through the offshore transfer

of a foreign intermediate holding company.

In addition, Circular 7 provides clearer criteria than Circular 698 on how to assess reasonable

commercial purposes and has introduced safe harbors for internal group restructurings and the purchase and sale of equity through a public

securities market.

Circular 7 also brings challenges to both the foreign transferor and transferee (or other person who is obligated

to pay for the transfer) of the taxable assets.

Where a non-resident enterprise conducts an “indirect transfer” by transferring

the taxable assets indirectly by disposing of the equity interests of an overseas holding company, the non-resident enterprise being

the transferor, or the transferee, or the PRC entity which directly owned the taxable assets may report to the relevant tax authority

such indirect transfer.

Using a “substance over form” principle, the PRC tax authority may disregard the existence of the

overseas holding company if it lacks a reasonable commercial purpose and was established for the purpose of reducing, avoiding or deferring

As a result, gains derived from such indirect transfer may be subject to PRC corporate income tax, and the transferee or other

person who is obligated to pay for the transfer is obligated to withhold the applicable taxes, currently at a rate of 10% for the transfer

of equity interests in a PRC resident enterprise.

face uncertainties on the reporting and consequences on future private equity financing transactions, share exchange or other transactions

involving the transfer of shares in our company by investors that are non-PRC resident enterprises.

The PRC tax authorities may pursue

such non-resident enterprises with respect to a filing or the transferees with respect to withholding obligation, and request our PRC

subsidiaries to assist in the filing.

As a result, we and non-resident enterprises in such transactions may become at risk of being subject

to filing obligations or being taxed, under Circular 59 or Circular 698 and Circular 7, and may be required to expend valuable resources

to comply with Circular 59, Circular 698 and Circular 7 or to establish that we and our non-resident enterprises should not be taxed

under these circulars, which may have a material adverse effect on our financial condition and results of operations.

PRC tax authorities have the discretion under SAT Circular 59, Circular 698 and Circular 7 to make adjustments to the taxable capital

gains based on the difference between the fair value of the taxable assets transferred and the cost of investment.

Although we currently

have no plans to pursue any acquisitions in China or elsewhere in the world, we may pursue acquisitions in the future that may involve

complex corporate structures.

If we are considered a non-resident enterprise under the PRC corporate income tax law and if the PRC tax

authorities make adjustments to the taxable income of the transactions under SAT Circular 59 or Circular 698 and Circular 7, our income

tax costs associated with such potential acquisitions will be increased, which may have an adverse effect on our financial condition

and results of operations.

greater oversight by the Cyberspace Administration of China over data security, particularly for companies seeking to list on a foreign

exchange, could adversely impact our future business and any future offering of securities.

July 10, 2021, the Cyberspace Administration of China or CAC published the Circular on Seeking Comments on Cybersecurity Review

Measures (Revised Draft for Comments) (the “Review Measures Draft”), which provides that, in addition to critical information

infrastructure operators (“CIIOs”) that intend to purchase Internet products and services, data processing operators engaging

in data processing activities that affect or may affect national security must be subject to cybersecurity review by the Cybersecurity

Review Office of the PRC.

According to the Review Measures Draft, a cybersecurity review assesses potential national security risks that

may be brought about by any procurement, data processing, or overseas listing (“Cybersecurity Review Measures”).

Measures Draft further requires that CIIOs and data processing operators that possess personal data of at least one million users must

apply for a review by the Cybersecurity Review Office of the PRC before conducting listings in foreign countries.

The deadline for public

comments on the Review Measures Draft was July 25, 2021.

There remains uncertainty, however, as to how the final Cybersecurity

Review Measures will be interpreted or implemented and whether the PRC regulatory agencies, including the CAC, may adopt new laws, regulations,

rules, or detailed implementation and interpretation related to the Cybersecurity Review Measures.

may be required to obtain permission from Chinese authorities, including the Cyberspace Administration of China to acquire and operate

certain PRC-based or controlled businesses, and the ownership or operation of certain China-based businesses may be limited or prohibited

to foreign investors.

with the Cybersecurity Review Measures, if applicable to a potential business combination, would likely be time consuming and costly

and may not be able to be completed timely to comply with our time constraints in completing a business combination.

we inadvertently conclude that the Cybersecurity Review Measures do not apply to a potential business combination, or if applicable laws,

regulations, or interpretations change and it is determined in the future that the Cybersecurity Review Measures become applicable to

us, we may be subject to review when conducting data processing activities, and may face challenges in addressing its requirements and

make necessary changes to our internal policies and practices.

We may incur substantial costs in complying with the Cybersecurity Review

Measures, which could result in material adverse changes in our business operations and financial position.

If we are not able to fully

comply with the Cybersecurity Review Measures, our ability to offer or continue to offer securities to investors may be significantly

limited or completely hindered, and our securities may significantly decline in value or become worthless.

any such new laws, regulations, rules, or implementation and interpretation come into effect, we will take all reasonable measures and

actions to comply and to minimize the adverse effect of such laws on us.

We cannot guarantee, however, that we will not be subject to

cybersecurity review in the future.

During such review, we may be required to suspend our operation or experience other disruptions to

our operations.

Cybersecurity review could also result in negative publicity with respect to our Company and diversion of our managerial

and financial resources, which could materially and adversely affect our business, financial conditions, and results of operations.

Notwithstanding

that our officers and directors have significant ties to and are located in China, we do not believe that CAC oversight has affected,

or will affect, our operations, including our search for a business combination target.

To the extent applicable to us, we believe that

we are compliant with the current rules and policies of CAC.

Related to Our Securities

the event that we are not the surviving entity upon the consummation of our initial business combination, and there is no effective registration

statement for the offering of the shares underlying the rights, the rights may expire worthless.

we enter into a definitive agreement for a business combination in which we will not be the surviving entity, the definitive agreement

will provide for the holders of rights to receive the same per share consideration the holders of the ordinary shares will receive in

the transaction on an as-converted into ordinary share basis, and each holder of a right will be required to affirmatively convert his,

her or its rights in order to receive the 1/5 share underlying each right (without paying any additional consideration) upon consummation

of the business combination.

More specifically, the right holder will be required to indicate his, her or its election to convert the

rights into underlying shares as well as to return the original rights certificates to us.

In the event that we are not the surviving

1 unchanged sentence

the shares underlying the rights, the rights may expire worthless.

If we enter into a definitive

agreement for a business combination in which we will not be the surviving entity, the definitive agreement will provide for the holders

of rights to receive the same per share consideration the holders of the ordinary shares will receive in the transaction on an as-converted

into ordinary share basis, and each holder of a right will be required to affirmatively convert his, her or its rights in order to receive

the 1/5 share underlying each right (without paying any additional consideration) upon consummation of the business combination.

specifically, the right holder will be required to indicate his, her or its election to convert the rights into underlying shares as well

as to return the original rights certificates to us.

In the event that we are not the surviving entity upon the consummation of our initial

business combination, and there is no effective registration statement for the offering of the shares underlying the rights, the rights

may expire worthless.

The grant of registration rights to our

sponsor and holders of our private placement units may make it more difficult to complete our initial business combination, and the future

exercise of such rights may adversely affect the market price of our ordinary shares.

Pursuant to an agreement

entered into on the effective date of our initial public offering, our sponsor and its permitted transferees can demand that we register

their founder shares.

In addition, holders of our private placement units and their permitted transferees can demand that we register

the private placement units and their underlying securities, and holders of units that may be issued upon conversion of working capital

loans, may demand that we register such units and their underlying securities.

We will bear the cost of registering these securities.

The registration and availability of such a significant number of securities for trading in the public market may have an adverse effect

on the market price of our ordinary shares.

In addition, the existence of the registration rights may make our initial business combination

more costly or difficult to conclude.

This is because the shareholders of the target business may increase the equity stake they seek

in the combined entity or ask for more cash consideration to offset the negative impact on the market price of our ordinary shares that

is expected when the ordinary shares owned by our sponsor, holders of our private placement units or holders of our working capital loans

or their respective permitted transferees are registered.

Because we are not limited to a particular

industry or any specific target businesses with which to pursue our initial business combination, you will be unable to ascertain the

merits or risks of any particular target business’s operations.

We may seek to complete a

business combination with an operating company in any industry or sector.

However, we will not, under our amended and restated memorandum

and articles of association, be permitted to effectuate our initial business combination with another blank check company or similar company

with nominal operations.

Because we have not yet identified or approached any specific target business with respect to a business combination,

there is no basis to evaluate the possible merits or risks of any particular target business’s operations, results of operations,

cash flows, liquidity, financial condition or prospects.

To the extent we complete our initial business combination, we may be affected

by numerous risks inherent in the business operations with which we combine.

For example, if we combine with a financially unstable business

or an entity lacking an established record of sales or earnings, we may be affected by the risks inherent in the business and operations

of a financially unstable entity.

Although our officers and directors will endeavor to evaluate the risks inherent in a particular target

business, we cannot assure you that we will properly ascertain or assess all of the significant risk factors or that we will have adequate

time to complete due diligence.

Furthermore, some of these risks may be outside of our control and leave us with no ability to control

or reduce the chances that those risks will adversely impact a target business.

We also cannot assure you that an investment in our units

will ultimately prove to be more favorable to investors than a direct investment, if such opportunity were available, in a business combination

Accordingly, any shareholders who choose to remain shareholders following the business combination could suffer a reduction in

the value of their shares.

Such shareholders are unlikely to have a remedy for such reduction in value.

Past performance by our management team

and their respective affiliates may not be indicative of future performance of an investment in us.

Information regarding performance

by, or businesses associated with, our management team and their affiliates is presented for informational purposes only.

Past performance

by our management team, including their affiliates’ past performance, is not a guarantee either (i) of success with respect to any

business combination we may consummate or (ii) that we will be able to locate a suitable candidate for our initial business combination.

You should not rely on the historical record of our management team and their affiliates as indicative of our future performance.

Additionally,

in the course of their respective careers, members of our management team have been involved in businesses and deals that were unsuccessful.

Except for Ms.

Jialuan Ma and Mr.

Sze Wai Lee, none of our officers or directors has had experience operating a blank check company

We may seek acquisition opportunities in

industries or sectors that may be outside of our management’s areas of expertise.

We will consider a business

combination outside of our management’s areas of expertise if a business combination candidate is presented to us and we determine

that such candidate offers an attractive acquisition opportunity for our company.

Although our management will endeavor to evaluate the

risks inherent in any particular business combination candidate, we cannot assure you that we will adequately ascertain or assess all

of the significant risk factors.

We also cannot assure you that an investment in our units will not ultimately prove to be less favorable

to investors in our IPO than a direct investment, if an opportunity were available, in a business combination candidate.

we elect to pursue an acquisition outside of the areas of our management’s expertise, our management’s expertise may not be

directly applicable to its evaluation or operation, and the information contained in this Annual Report regarding the areas of our management’s

expertise would not be relevant to an understanding of the business that we elect to acquire.

As a result, our management may not be able

to adequately ascertain or assess all of the significant risk factors.

Accordingly, any shareholders who choose to remain shareholders

following our initial business combination could suffer a reduction in the value of their shares.

Such shareholders are unlikely to have

a remedy for such reduction in value.

Although we have identified general criteria

and guidelines that we believe are important in evaluating prospective target businesses, we may enter into our initial business combination

with a target that does not meet such criteria and guidelines, and as a result, the target business with which we enter into our initial

business combination may not have attributes entirely consistent with our general criteria and guidelines.

Although we have identified

general criteria and guidelines for evaluating prospective target businesses, it is possible that a target business with which we enter

into our initial business combination will not have all of these positive attributes.

If we complete our initial business combination

with a target that does not meet some or all of these guidelines, such combination may not be as successful as a combination with a business

that does meet all of our general criteria and guidelines.

In addition, if we announce a prospective business combination with a target

that does not meet our general criteria and guidelines, a greater number of shareholders may exercise their redemption rights, which may

make it difficult for us to meet any closing condition with a target business that requires us to have a minimum net worth or a certain

amount of cash.

In addition, if shareholder approval of the transaction is required by law, or we decide to obtain shareholder approval

for business or other legal reasons, it may be more difficult for us to attain shareholder approval of our initial business combination

if the target business does not meet our general criteria and guidelines.

If we are unable to complete our initial business combination,

our public shareholders may receive only approximately $10.00 per share on the liquidation of our trust account and our rights will expire

Unless we complete our initial business

combination with an affiliated entity, or our board of directors cannot independently determine the fair market value of the target business

or businesses, we are not required to obtain an opinion from an independent investment banking or from an independent accounting firm,

and consequently, you may have no assurance from an independent source that the price we are paying for the business is fair to our company

from a financial point of view.

Unless we complete our initial

business combination with an affiliated entity, or our Board of Directors cannot independently determine the fair market value of the

target business or businesses, we are not required to obtain an opinion from an independent investment banking firm, or another independent

firm that commonly renders valuation opinions or from an independent accounting firm that the price we are paying for a target is fair

to our company from a financial point of view.

If no opinion is obtained, our shareholders will be relying on the business judgment of

our Board of Directors, which will have significant discretion in choosing the standard used to establish the fair market value of the

target or targets, and different methods of valuation may vary greatly in outcome from one another.

Such standards used will be disclosed

in our tender offer documents or proxy solicitation materials, as applicable, related to our initial business combination.

our Board of Directors is unable to determine the fair value of an entity with which we seek to complete an initial business combination

based on such standards, we will be required to obtain an opinion as described above.

We are not prohibited from pursuing an initial business

combination with a company that is affiliated with our sponsor, officers or directors, or making the acquisition through a joint venture

or other form of shared ownership with our sponsor, officers or directors.

In the event we seek to complete an initial business combination

with a target that is affiliated with our sponsor, officers or directors, we, or a committee of independent directors, would obtain an

opinion from an independent investment banking firm or from another independent firm that commonly renders valuation opinions or an independent

accounting firm, that such an initial business combination is fair to our company from a financial point of view.

We are not required

to obtain such an opinion in any other context.

We may issue additional ordinary or preference

shares to complete our initial business combination or under an employee incentive plan after completion of our initial business combination.

Any such issuances would dilute the interest of our shareholders and likely present other risks.

Our amended and restated

memorandum and articles of association authorizes the issuance of up to 490,000,000 ordinary shares, par value $0.0001 per share and 10,000,000

preference shares, par value $0.0001 per share.

Immediately after IPO, there were 482,341,652 authorized but unissued ordinary shares

available for issuance, which amount does not take into account shares reserved for issuance upon conversion of outstanding rights.

We may issue a substantial

number of additional ordinary shares, and may issue preference shares, in order to complete our initial business combination or under

an employee incentive plan after completion of our initial business combination.

However, our amended and restated memorandum and articles

of association provides, among other things, that prior to our initial business combination, we may not issue additional ordinary shares

that would entitle the holders thereof to (i) receive funds from the trust account or (ii) vote on any initial business combination.

issuance of additional ordinary shares or preference shares:

may significantly dilute the equity interest of investors in our IPO;

may subordinate the rights of holders of ordinary shares if preference shares are issued with rights senior to those afforded our ordinary shares;

could cause a change in control if a substantial number of ordinary shares are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors;

may adversely affect prevailing market prices for our units and/or ordinary shares.

We may be a passive foreign investment company,

or “PFIC,” which could result in adverse U.S.

federal income tax consequences to U.S.

If we are a PFIC for any

taxable year (or portion thereof) that is included in the holding period of a U.S.

holder of our ordinary shares or rights, the U.S.

may be subject to adverse U.S.

federal income tax consequences and may be subject to additional reporting requirements.

Our PFIC status

for our current and subsequent taxable years may depend on whether we qualify for the PFIC start-up exception.

Depending on the particular

circumstances the application of the start-up exception may be subject to uncertainty, and there cannot be any assurance that we will

qualify for the start-up exception.

Accordingly, there can be no assurances with respect to our status as a PFIC for our current taxable

year or any subsequent taxable year.

Our actual PFIC status for any taxable year, however, will not be determinable until after the end

of such taxable year.

Moreover, if we determine we are a PFIC for any taxable year, we will endeavor to provide to a U.S.

information as the Internal Revenue Service (“IRS”) may require, including a PFIC annual information statement, in order to

enable the U.S.

holder to make and maintain a “qualified electing fund” election, but there can be no assurance that we will

timely provide such required information.

holders to consult their own tax advisors regarding the possible application of

the PFIC rules to holders of our ordinary shares and rights.

We may transfer and be registered by way

of continuation, or reincorporate, in another jurisdiction in connection with our initial business combination and such transfer or reincorporation

may result in taxes imposed on shareholders.

We may, in connection with

our initial business combination and subject to requisite shareholder approval under the Companies Act, register by way of continuation,

or reincorporate, in the jurisdiction in which the target company or business is located.

The transaction may require a shareholder to

recognize taxable income in the jurisdiction in which the shareholder is a tax resident or in which its members are resident if it is

a tax transparent entity.

We do not intend to make any cash distributions to shareholders to pay such taxes.

Shareholders may be subject

to withholding taxes or other taxes with respect to their ownership of us after the transfer and registration by way of continuation,

or reincorporation.

Resources could be wasted in researching

acquisitions that are not completed, which could materially adversely affect subsequent attempts to locate and acquire or merge with another

If we are unable to complete our initial business combination, our public shareholders may receive only approximately $10.00

per share, or less than such amount in certain circumstances, on the liquidation of our trust account and our rights will expire worthless.

We anticipate that the investigation

of each specific target business and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments

will require substantial management time and attention and substantial costs for accountants, attorneys and others.

If we decide not to

complete a specific initial business combination, the costs incurred up to that point for the proposed transaction likely would not be

Furthermore, if we reach an agreement relating to a specific target business, we may fail to complete our initial business

combination for any number of reasons including those beyond our control.

Any such event will result in a loss to us of the related costs

incurred which could materially adversely affect subsequent attempts to locate and acquire or merge with another business.

If we are unable

to complete our initial business combination, our public shareholders may receive only approximately $10.00 per share on the liquidation

of our trust account and our rights will expire worthless.

We are dependent upon our officers and directors

and their departure could adversely affect our ability to operate.

Our operations are dependent

upon a relatively small group of individuals and, in particular, Ms.

Jialuan Ma and our other officers and directors.

We believe that

our success depends on the continued service of our officers and directors, at least until we have completed our initial business combination.

In addition, our officers and directors are not required to commit any specified amount of time to our affairs and, accordingly, will

have conflicts of interest in allocating management time among various business activities, including identifying potential business combinations

and monitoring the related due diligence.

We do not have an employment agreement with, or key-man insurance on the life of, any of our

directors or officers.

The unexpected loss of the services of one or more of our directors or officers could have a detrimental effect

Changes in the market for directors and

officers liability insurance could make it more difficult and more expensive for us to negotiate and complete an initial business combination.

In recent years, the

market for directors and officers liability insurance for special purpose acquisition companies has changed.

The premiums charged for

such policies have generally increased and the terms of such policies have generally become less favorable.

There can be no assurance

that these trends will not continue.

The increased cost and decreased availability of directors and officers liability insurance could

make it more difficult and more expensive for us to negotiate an initial business combination.

In order to obtain directors and officers

liability insurance or modify its coverage as a result of becoming a public company, the post-business combination entity might

need to incur greater expense, accept less favorable terms or both.

However, any failure to obtain adequate directors and officers liability

insurance could have an adverse impact on the post-business combination’s ability to attract and retain qualified officers

and directors.

In addition, even after we were to complete an initial business combination, our directors and officers could still be

subject to potential liability from claims arising from conduct alleged to have occurred prior to the initial business combination.

a result, in order to protect our directors and officers, the post-business combination entity will likely need to purchase additional

insurance with respect to any such claims (“run-off insurance”).

The need for run-off insurance would be an added

expense for the post-business combination entity, and could interfere with or frustrate our ability to consummate an initial business

combination on terms favorable to our investors.

Our ability to successfully effect our initial

business combination and to be successful thereafter will be totally dependent upon the efforts of our key personnel, some of whom may

join us following our initial business combination.

The loss of key personnel could negatively impact the operations and profitability

of our post-combination business.

Our ability to successfully

effect our initial business combination is dependent upon the efforts of our key personnel.

The role of our key personnel in the target

business, however, cannot presently be ascertained.

Although some of our key personnel may remain with the target business in senior management

or advisory positions following our initial business combination, it is likely that some or all of the management of the target business

will remain in place.

While we intend to closely scrutinize any individuals we engage after our initial business combination, we cannot

assure you that our assessment of these individuals will prove to be correct.

These individuals may be unfamiliar with the requirements

of operating a company regulated by the SEC, which could cause us to have to expend time and resources helping them become familiar with

such requirements.

Our key personnel may negotiate employment

or consulting agreements with a target business in connection with a particular business combination.

These agreements may provide for

them to receive compensation following our initial business combination and as a result, may cause them to have conflicts of interest

in determining whether a particular business combination is the most advantageous.

Our key personnel may be

able to remain with the company after the completion of our initial business combination only if they are able to negotiate employment

or consulting agreements in connection with the business combination.

Such negotiations would take place simultaneously with the negotiation

of the business combination and could provide for such individuals to receive compensation in the form of cash payments and/or our securities

for services they would render to us after the completion of the business combination.

The personal and financial interests of such individuals

may influence their motivation in identifying and selecting a target business, subject to his or her fiduciary duties under Cayman Islands

However, we believe the ability of such individuals to remain with us after the completion of our initial business combination will

not be the determining factor in our decision as to whether or not we will proceed with any potential business combination.

certainty, however, that any of our key personnel will remain with us after the completion of our initial business combination.

assure you that any of our key personnel will remain in senior management or advisory positions with us.

The determination as to whether

any of our key personnel will remain with us will be made at the time of our initial business combination.

We may have a limited ability to assess

the management of a prospective target business and, as a result, may effect our initial business combination with a target business whose

management may not have the skills, qualifications or abilities to manage a public company.

When evaluating the desirability

of effecting our initial business combination with a prospective target business, our ability to assess the target business’s management

may be limited due to a lack of time, resources or information.

Our assessment of the capabilities of the target’s management, therefore,

may prove to be incorrect and such management may lack the skills, qualifications or abilities we suspected.

Should the target’s

management not possess the skills, qualifications or abilities necessary to manage a public company, the operations and profitability

of the post-combination business may be negatively impacted.

grant of registration rights to our sponsor and holders of our private placement units may make it more difficult to complete our initial

business combination, and the future exercise of such rights may adversely affect the market price of our ordinary shares.

to an agreement entered into on the effective date of our initial public offering, our sponsor and its permitted transferees can demand

that we register their founder shares.

In addition, holders of our private placement units and their permitted transferees can demand

that we register the private placement units and their underlying securities, and holders of units that may be issued upon conversion

of working capital loans, may demand that we register such units and their underlying securities.

We will bear the cost of registering

these securities.

The registration and availability of such a significant number of securities for trading in the public market may have

an adverse effect on the market price of our ordinary shares.

In addition, the existence of the registration rights may make our initial

business combination more costly or difficult to conclude.

This is because the shareholders of the target business may increase the equity

stake they seek in the combined entity or ask for more cash consideration to offset the negative impact on the market price of our ordinary

shares that is expected when the ordinary shares owned by our sponsor, holders of our private placement units or holders of our working

capital loans or their respective permitted transferees are registered.

we are not limited to a particular industry or any specific target businesses with which to pursue our initial business combination,

you will be unable to ascertain the merits or risks of any particular target business’s operations.

may seek to complete a business combination with an operating company in any industry or sector.

However, we will not, under our amended

and restated memorandum and articles of association, be permitted to effectuate our initial business combination with another blank check

company or similar company with nominal operations.

Because we have not yet identified or approached any specific target business with

respect to a business combination, there is no basis to evaluate the possible merits or risks of any particular target business’s

operations, results of operations, cash flows, liquidity, financial condition or prospects.

To the extent we complete our initial business

combination, we may be affected by numerous risks inherent in the business operations with which we combine.

For example, if we combine

with a financially unstable business or an entity lacking an established record of sales or earnings, we may be affected by the risks

inherent in the business and operations of a financially unstable entity.

Although our officers and directors will endeavor to evaluate

the risks inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all of the significant

risk factors or that we will have adequate time to complete due diligence.

Furthermore, some of these risks may be outside of our control

and leave us with no ability to control or reduce the chances that those risks will adversely impact a target business.

We also cannot

assure you that an investment in our units will ultimately prove to be more favorable to investors than a direct investment, if such

opportunity were available, in a business combination target.

Accordingly, any shareholders who choose to remain shareholders following

2 unchanged sentences

reduction in value.

The officers and directors

of an acquisition candidate may resign upon completion of our initial business combination.

The departure of a business combination target’s

key personnel could negatively impact the operations and profitability of our post-combination business.

The role of an acquisition candidates’

key personnel upon the completion of our initial business combination cannot be ascertained at this time.

Although we contemplate that

certain members of an acquisition candidate’s management team will remain associated with the acquisition candidate following our

initial business combination, it is possible that members of the management of an acquisition candidate will not wish to remain in place.

Our officers and directors will allocate

their time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs.

This conflict of interest could have a negative impact on our ability to complete our initial business combination.

Our officers and directors

are not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their

time between our operations and our search for a business combination and their other businesses.

We do not intend to have any full-time

employees prior to the completion of our initial business combination.

Each of our officers is engaged in several other business endeavors

for which he or she may be entitled to substantial compensation and our officers are not obligated to contribute any specific number of

hours per week to our affairs.

performance by our management team and their respective affiliates may not be indicative of future performance of an investment in us.

regarding performance by, or businesses associated with, our management team and their affiliates is presented for informational purposes

Past performance by our management team, including their affiliates’ past performance, is not a guarantee either (i) of success

with respect to any business combination we may consummate or (ii) that we will be able to locate a suitable candidate for our initial

business combination.

You should not rely on the historical record of our management team and their affiliates as indicative of our future

Additionally, in the course of their respective careers, members of our management team have been involved in businesses

and deals that were unsuccessful.

Except for Ms.

Jialuan Ma and Mr.

Sze Wai Lee, none of our officers or directors has had experience

operating a blank check company in the past.

may seek acquisition opportunities in industries or sectors that may be outside of our management’s areas of expertise.

will consider a business combination outside of our management’s areas of expertise if a business combination candidate is presented

to us and we determine that such candidate offers an attractive acquisition opportunity for our company.

Although our management will

endeavor to evaluate the risks inherent in any particular business combination candidate, we cannot assure you that we will adequately

ascertain or assess all of the significant risk factors.

We also cannot assure you that an investment in our units will not ultimately

prove to be less favorable to investors in our IPO than a direct investment, if an opportunity were available, in a business combination

In the event we elect to pursue an acquisition outside of the areas of our management’s expertise, our management’s

expertise may not be directly applicable to its evaluation or operation, and the information contained in this Annual Report regarding

the areas of our management’s expertise would not be relevant to an understanding of the business that we elect to acquire.

a result, our management may not be able to adequately ascertain or assess all of the significant risk factors.

Accordingly, any shareholders

who choose to remain shareholders following our initial business combination could suffer a reduction in the value of their shares.

shareholders are unlikely to have a remedy for such reduction in value.

we have identified general criteria and guidelines that we believe are important in evaluating prospective target businesses, we may

enter into our initial business combination with a target that does not meet such criteria and guidelines, and as a result, the target

business with which we enter into our initial business combination may not have attributes entirely consistent with our general criteria

and guidelines.

we have identified general criteria and guidelines for evaluating prospective target businesses, it is possible that a target business

with which we enter into our initial business combination will not have all of these positive attributes.

If we complete our initial

business combination with a target that does not meet some or all of these guidelines, such combination may not be as successful as a

combination with a business that does meet all of our general criteria and guidelines.

In addition, if we announce a prospective business

combination with a target that does not meet our general criteria and guidelines, a greater number of shareholders may exercise their

redemption rights, which may make it difficult for us to meet any closing condition with a target business that requires us to have a

minimum net worth or a certain amount of cash.

In addition, if shareholder approval of the transaction is required by law, or we decide

to obtain shareholder approval for business or other legal reasons, it may be more difficult for us to attain shareholder approval of

our initial business combination if the target business does not meet our general criteria and guidelines.

If we are unable to complete

our initial business combination, our public shareholders may receive only approximately $10.00 per share on the liquidation of our trust

account and our rights will expire worthless.

we complete our initial business combination with an affiliated entity, or our board of directors cannot independently determine the

fair market value of the target business or businesses, we are not required to obtain an opinion from an independent investment banking

or from an independent accounting firm, and consequently, you may have no assurance from an independent source that the price we are

paying for the business is fair to our company from a financial point of view.

we complete our initial business combination with an affiliated entity, or our Board of Directors cannot independently determine the

fair market value of the target business or businesses, we are not required to obtain an opinion from an independent investment banking

firm, or another independent firm that commonly renders valuation opinions or from an independent accounting firm that the price we are

paying for a target is fair to our company from a financial point of view.

If no opinion is obtained, our shareholders will be relying

on the business judgment of our Board of Directors, which will have significant discretion in choosing the standard used to establish

the fair market value of the target or targets, and different methods of valuation may vary greatly in outcome from one another.

standards used will be disclosed in our tender offer documents or proxy solicitation materials, as applicable, related to our initial

business combination.

However, if our Board of Directors is unable to determine the fair value of an entity with which we seek to complete

an initial business combination based on such standards, we will be required to obtain an opinion as described above.

We are not prohibited

from pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors, or making the

acquisition through a joint venture or other form of shared ownership with our sponsor, officers or directors.

In the event we seek to

complete an initial business combination with a target that is affiliated with our sponsor, officers or directors, we, or a committee

of independent directors, would obtain an opinion from an independent investment banking firm or from another independent firm that commonly

renders valuation opinions or an independent accounting firm, that such an initial business combination is fair to our company from a

financial point of view.

We are not required to obtain such an opinion in any other context.

may issue additional ordinary or preference shares to complete our initial business combination or under an employee incentive plan after

completion of our initial business combination.

Any such issuances would dilute the interest of our shareholders and likely present other

amended and restated memorandum and articles of association authorizes the issuance of up to 490,000,000 ordinary shares, par value $0.0001

per share and 10,000,000 preference shares, par value $0.0001 per share.

Immediately after IPO, there were 482,341,652 authorized but

unissued ordinary shares available for issuance, which amount does not take into account shares reserved for issuance upon conversion

of outstanding rights.

may issue a substantial number of additional ordinary shares, and may issue preference shares, in order to complete our initial business

combination or under an employee incentive plan after completion of our initial business combination.

However, our amended and restated

memorandum and articles of association provides, among other things, that prior to our initial business combination, we may not issue

additional ordinary shares that would entitle the holders thereof to (i) receive funds from the trust account or (ii) vote on any initial

business combination.

The issuance of additional ordinary shares or preference shares:

significantly dilute the equity interest of investors in our IPO;

subordinate the rights of holders of ordinary shares if preference shares are issued with rights senior to those afforded our ordinary

cause a change in control if a substantial number of ordinary shares are issued, which may affect, among other things, our ability

to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and

adversely affect prevailing market prices for our units and/or ordinary shares.

may be a passive foreign investment company, or “PFIC,” which could result in adverse U.S.

federal income tax consequences

we are a PFIC for any taxable year (or portion thereof) that is included in the holding period of a U.S.

holder of our ordinary shares

or rights, the U.S.

holder may be subject to adverse U.S.

federal income tax consequences and may be subject to additional reporting

requirements.

Our PFIC status for our current and subsequent taxable years may depend on whether we qualify for the PFIC start-up exception.

Depending on the particular circumstances the application of the start-up exception may be subject to uncertainty, and there cannot be

any assurance that we will qualify for the start-up exception.

Accordingly, there can be no assurances with respect to our status as

a PFIC for our current taxable year or any subsequent taxable year.

Our actual PFIC status for any taxable year, however, will not be

determinable until after the end of such taxable year.

Moreover, if we determine we are a PFIC for any taxable year, we will endeavor

to provide to a U.S.

holder such information as the Internal Revenue Service (“IRS”) may require, including a PFIC annual

information statement, in order to enable the U.S.

holder to make and maintain a “qualified electing fund” election, but

there can be no assurance that we will timely provide such required information.

holders to consult their own tax advisors

regarding the possible application of the PFIC rules to holders of our ordinary shares and rights.

may transfer and be registered by way of continuation, or reincorporate, in another jurisdiction in connection with our initial business

combination and such transfer or reincorporation may result in taxes imposed on shareholders.

may, in connection with our initial business combination and subject to requisite shareholder approval under the Companies Act, register

by way of continuation, or reincorporate, in the jurisdiction in which the target company or business is located.

The transaction may

require a shareholder to recognize taxable income in the jurisdiction in which the shareholder is a tax resident or in which its members

are resident if it is a tax transparent entity.

We do not intend to make any cash distributions to shareholders to pay such taxes.

may be subject to withholding taxes or other taxes with respect to their ownership of us after the transfer and registration by way of

continuation, or reincorporation.

could be wasted in researching acquisitions that are not completed, which could materially adversely affect subsequent attempts to locate

and acquire or merge with another business.

If we are unable to complete our initial business combination, our public shareholders may

receive only approximately $10.00 per share, or less than such amount in certain circumstances, on the liquidation of our trust account

and our rights will expire worthless.

anticipate that the investigation of each specific target business and the negotiation, drafting and execution of relevant agreements,

disclosure documents and other instruments will require substantial management time and attention and substantial costs for accountants,

attorneys and others.

If we decide not to complete a specific initial business combination, the costs incurred up to that point for the

proposed transaction likely would not be recoverable.

Furthermore, if we reach an agreement relating to a specific target business, we

may fail to complete our initial business combination for any number of reasons including those beyond our control.

Any such event will

result in a loss to us of the related costs incurred which could materially adversely affect subsequent attempts to locate and acquire

or merge with another business.

If we are unable to complete our initial business combination, our public shareholders may receive only

approximately $10.00 per share on the liquidation of our trust account and our rights will expire worthless.

are dependent upon our officers and directors and their departure could adversely affect our ability to operate.

operations are dependent upon a relatively small group of individuals and, in particular, Ms.

Jialuan Ma and our other officers and directors.

We believe that our success depends on the continued service of our officers and directors, at least until we have completed our initial

business combination.

In addition, our officers and directors are not required to commit any specified amount of time to our affairs

and, accordingly, will have conflicts of interest in allocating management time among various business activities, including identifying

potential business combinations and monitoring the related due diligence.

We do not have an employment agreement with, or key-man insurance

on the life of, any of our directors or officers.

The unexpected loss of the services of one or more of our directors or officers could

have a detrimental effect on us.

in the market for directors and officers liability insurance could make it more difficult and more expensive for us to negotiate and

complete an initial business combination.

recent years, the market for directors and officers liability insurance for special purpose acquisition companies has changed.

The premiums charged for such policies have generally increased and the terms of such policies have generally become less favorable.

There can be no assurance that these trends will not continue.

The increased cost and decreased availability of directors and officers

liability insurance could make it more difficult and more expensive for us to negotiate an initial business combination.

obtain directors and officers liability insurance or modify its coverage as a result of becoming a public company, the post-business combination

entity might need to incur greater expense, accept less favorable terms or both.

However, any failure to obtain adequate directors and

officers liability insurance could have an adverse impact on the post-business combination’s ability to attract and retain

qualified officers and directors.

In addition, even after we were to complete an initial business combination, our directors and officers

could still be subject to potential liability from claims arising from conduct alleged to have occurred prior to the initial business

As a result, in order to protect our directors and officers, the post-business combination entity will likely need

to purchase additional insurance with respect to any such claims (“run-off insurance”).

The need for run-off insurance

would be an added expense for the post-business combination entity, and could interfere with or frustrate our ability to consummate

an initial business combination on terms favorable to our investors.

ability to successfully effect our initial business combination and to be successful thereafter will be totally dependent upon the efforts

of our key personnel, some of whom may join us following our initial business combination.

The loss of key personnel could negatively

impact the operations and profitability of our post-combination business.

ability to successfully effect our initial business combination is dependent upon the efforts of our key personnel.

The role of our key

personnel in the target business, however, cannot presently be ascertained.

Although some of our key personnel may remain with the target

business in senior management or advisory positions following our initial business combination, it is likely that some or all of the

management of the target business will remain in place.

While we intend to closely scrutinize any individuals we engage after our initial

business combination, we cannot assure you that our assessment of these individuals will prove to be correct.

These individuals may be

unfamiliar with the requirements of operating a company regulated by the SEC, which could cause us to have to expend time and resources

helping them become familiar with such requirements.

key personnel may negotiate employment or consulting agreements with a target business in connection with a particular business combination.

These agreements may provide for them to receive compensation following our initial business combination and as a result, may cause them

to have conflicts of interest in determining whether a particular business combination is the most advantageous.

key personnel may be able to remain with the company after the completion of our initial business combination only if they are able to

negotiate employment or consulting agreements in connection with the business combination.

Such negotiations would take place simultaneously

with the negotiation of the business combination and could provide for such individuals to receive compensation in the form of cash payments

and/or our securities for services they would render to us after the completion of the business combination.

The personal and financial

interests of such individuals may influence their motivation in identifying and selecting a target business, subject to his or her fiduciary

duties under Cayman Islands law.

However, we believe the ability of such individuals to remain with us after the completion of our initial

business combination will not be the determining factor in our decision as to whether or not we will proceed with any potential business

There is no certainty, however, that any of our key personnel will remain with us after the completion of our initial business

We cannot assure you that any of our key personnel will remain in senior management or advisory positions with us.

The determination

as to whether any of our key personnel will remain with us will be made at the time of our initial business combination.

may have a limited ability to assess the management of a prospective target business and, as a result, may effect our initial business

combination with a target business whose management may not have the skills, qualifications or abilities to manage a public company.

evaluating the desirability of effecting our initial business combination with a prospective target business, our ability to assess the

target business’s management may be limited due to a lack of time, resources or information.

Our assessment of the capabilities

of the target’s management, therefore, may prove to be incorrect and such management may lack the skills, qualifications or abilities

we suspected.

Should the target’s management not possess the skills, qualifications or abilities necessary to manage a public company,

the operations and profitability of the post-combination business may be negatively impacted.

Accordingly, any shareholders who choose

to remain shareholders following the business combination could suffer a reduction in the value of their shares.

Such shareholders are

unlikely to have a remedy for such reduction in value.

officers and directors of an acquisition candidate may resign upon completion of our initial business combination.

The departure of a

business combination target’s key personnel could negatively impact the operations and profitability of our post-combination business.

The role of an acquisition candidates’ key personnel upon the completion of our initial business combination cannot be ascertained

at this time.

Although we contemplate that certain members of an acquisition candidate’s management team will remain associated

with the acquisition candidate following our initial business combination, it is possible that members of the management of an acquisition

candidate will not wish to remain in place.

officers and directors will allocate their time to other businesses thereby causing conflicts of interest in their determination as to

how much time to devote to our affairs.

This conflict of interest could have a negative impact on our ability to complete our initial

business combination.

officers and directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest

in allocating their time between our operations and our search for a business combination and their other businesses.

We do not intend

to have any full-time employees prior to the completion of our initial business combination.

Each of our officers is engaged in several

other business endeavors for which he or she may be entitled to substantial compensation and our officers are not obligated to contribute

any specific number of hours per week to our affairs.

Our independent directors also serve as officers and board members for other entities.

If our officers’

and directors’ other business affairs require them to devote substantial amounts of time to such affairs in excess of their current

commitment levels, it could limit their ability to devote time to our affairs which may have a negative impact on our ability to complete

our initial business combination.

Members of our management team and companies

affiliated thereof have been, and may from time to time be, involved in legal proceedings or governmental investigations unrelated to

our business.

Members of our management

team have been involved in a wide variety of businesses.

Such involvement has, and may lead to, media coverage and public awareness.

a result of such involvement, members of our management team and companies affiliated thereof have been, and may from time to time be,

involved in legal proceedings or governmental investigations unrelated to our business.

Any such proceedings or investigations may be

detrimental to our or their reputation or result in other negative consequences or damages, which could negatively affect our ability

to identify and complete an initial business combination and may have an adverse effect on the price of our securities.

Our officers, directors, security holders

and their respective affiliates may have competitive pecuniary interests that conflict with our interests.

We have not adopted a policy

that expressly prohibits our directors, officers, security holders or affiliates from having a direct or indirect pecuniary or financial

interest in any investment to be acquired or disposed of by us or in any transaction to which we are a party or have an interest.

we may enter into a business combination with a target business that is affiliated with our sponsor, our directors or officers, although

we do not intend to do so.

Nor do we have a policy that expressly prohibits any such persons from engaging for their own account in business

activities of the types conducted by us.

Accordingly, such persons or entities may have a conflict between their interests and ours.

Certain of our officers and directors or

affiliates of our Sponsor are now, and all of them may in the future become, affiliated with entities engaged in business

activities similar to those intended to be conducted by us and, accordingly, may have conflicts of interest in allocating

their time and determining to which entity a particular business opportunity should be presented.

Following the completion

of our IPO and until we consummate our initial business combination, we intend to engage in the business of identifying and combining

with one or more businesses.

Our sponsor and its affiliates and our officers and directors are, and may in the future become, affiliated

with entities (such as operating companies or investment vehicles) that are engaged in a similar business, including other SPACs before

we have entered into a definitive agreement regarding our initial business combination.

Our officers and directors also may become aware

of business opportunities which may be appropriate for presentation to us and the other entities to which they owe certain fiduciary or

contractual duties.

In addition, our management

team and sponsor are, and/or may in the future become affiliated with other SPACs or other entities that may have acquisition objectives

that are similar to ours.

If our officers’ and directors’ other business affairs require them to devote substantial amounts of time to such affairs

in excess of their current commitment levels, it could limit their ability to devote time to our affairs which may have a negative impact

on our ability to complete our initial business combination.

of our management team and companies affiliated thereof have been, and may from time to time be, involved in legal proceedings or governmental

investigations unrelated to our business.

of our management team have been involved in a wide variety of businesses.

Such involvement has, and may lead to, media coverage and

public awareness.

As a result of such involvement, members of our management team and companies affiliated thereof have been, and may

from time to time be, involved in legal proceedings or governmental investigations unrelated to our business.

Any such proceedings or

investigations may be detrimental to our or their reputation or result in other negative consequences or damages, which could negatively

affect our ability to identify and complete an initial business combination and may have an adverse effect on the price of our securities.

officers, directors, security holders and their respective affiliates may have competitive pecuniary interests that conflict with our

have not adopted a policy that expressly prohibits our directors, officers, security holders or affiliates from having a direct or indirect

pecuniary or financial interest in any investment to be acquired or disposed of by us or in any transaction to which we are a party or

have an interest.

In fact, we may enter into a business combination with a target business that is affiliated with our sponsor, our directors

or officers, although we do not intend to do so.

Nor do we have a policy that expressly prohibits any such persons from engaging for

their own account in business activities of the types conducted by us.

Accordingly, such persons or entities may have a conflict between

their interests and ours.

of our officers and directors or affiliates of our Sponsor are now, and all of them may in the future become, affiliated

with entities engaged in business activities similar to those intended to be conducted by us and, accordingly, may have conflicts

of interest in allocating their time and determining to which entity a particular business opportunity should be presented.

the completion of our IPO and until we consummate our initial business combination, we intend to engage in the business of identifying

and combining with one or more businesses.

Our sponsor and its affiliates and our officers and directors are, and may in the future become,

affiliated with entities (such as operating companies or investment vehicles) that are engaged in a similar business, including other

SPACs before we have entered into a definitive agreement regarding our initial business combination.

Our officers and directors also

may become aware of business opportunities which may be appropriate for presentation to us and the other entities to which they owe certain

fiduciary or contractual duties.

addition, our management team and sponsor are, and/or may in the future become affiliated with other SPACs or other entities that may

have acquisition objectives that are similar to ours.

Such entities may compete with us for acquisition opportunities.

If such entity decides to pursue any such opportunity,

we may be precluded from pursuing such opportunities.

Subject to fiduciary duties under Cayman Islands law, none of the members of our

management team who are also employed by our sponsor or its affiliates have any obligation to present us with any opportunity for a potential

business combination of which they become aware.

Our management team and sponsor are also not prohibited from sponsoring, investing or

otherwise becoming involved with, any other blank check companies, including in connection with their initial business combinations, prior

to us completing our initial business combination.

Accordingly, they may have conflicts of interest in determining to which entity a particular

business opportunity should be presented.

These conflicts may not be resolved in our favor and a potential target business may be presented

to another entity prior to its presentation to us.

Our amended and restated memorandum and articles of association provides that to the

fullest extent permitted by applicable law:

(i) no individual serving as a director or an officer shall have any duty, except and

to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities

or lines of business as us;

and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate

in, any potential transaction or matter which may be a corporate opportunity for to any director or officer on the one hand, and us, on

We may engage in a business combination

with one or more target businesses that have relationships with entities that may be affiliated with our sponsor, officers, directors

or existing holders which may raise potential conflicts of interest.

In light of the involvement

of our sponsor, officers and directors with other entities, we may decide to acquire one or more businesses affiliated with our sponsor,

officers and directors.

Our officers and directors also serve as officers and board members for other entities, including, without limitation,

those described under “Management — Conflicts of Interest.” Such entities may compete with us for business combination

opportunities.

Our sponsor, officers and directors are not currently aware of any specific opportunities for us to complete our initial

business combination with any entities with which they are affiliated, and there have been no preliminary discussions concerning a business

combination with any such entity or entities.

Although we will not be specifically focusing on, or targeting, any transaction with any

affiliated entities, we would pursue such a transaction if we determined that such affiliated entity met our criteria for a business combination

and such transaction was approved by a majority of our disinterested directors.

Despite our agreement to obtain an opinion from an independent

investment banking firm or another independent firm that commonly renders valuation opinions for the type of company we are seeking to

acquire or an independent accounting firm, regarding the fairness to our company from a financial point of view of a business combination

with one or more domestic or international businesses affiliated with our officers, directors or existing holders, potential conflicts

of interest still may exist and, as a result, the terms of the business combination may not be as advantageous to our public shareholders

as they would be absent any conflicts of interest.

If such entity

decides to pursue any such opportunity, we may be precluded from pursuing such opportunities.

Subject to fiduciary duties under Cayman

Islands law, none of the members of our management team who are also employed by our sponsor or its affiliates have any obligation to

present us with any opportunity for a potential business combination of which they become aware.

Our management team and sponsor are

also not prohibited from sponsoring, investing or otherwise becoming involved with, any other blank check companies, including in connection

with their initial business combinations, prior to us completing our initial business combination.

Accordingly, they may have conflicts

of interest in determining to which entity a particular business opportunity should be presented.

These conflicts may not be resolved

in our favor and a potential target business may be presented to another entity prior to its presentation to us.

Our amended and restated

memorandum and articles of association provides that to the fullest extent permitted by applicable law:

(i) no individual serving

as a director or an officer shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly

or indirectly in the same or similar business activities or lines of business as us;

and (ii) we renounce any interest or expectancy

in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for

to any director or officer on the one hand, and us, on the other.

may engage in a business combination with one or more target businesses that have relationships with entities that may be affiliated

with our sponsor, officers, directors or existing holders which may raise potential conflicts of interest.

light of the involvement of our sponsor, officers and directors with other entities, we may decide to acquire one or more businesses

affiliated with our sponsor, officers and directors.

Our officers and directors also serve as officers and board members for other entities,

including, without limitation, those described under “Management — Conflicts of Interest.” Such entities may compete

with us for business combination opportunities.

Our sponsor, officers and directors are not currently aware of any specific opportunities

for us to complete our initial business combination with any entities with which they are affiliated, and there have been no preliminary

discussions concerning a business combination with any such entity or entities.

Although we will not be specifically focusing on, or

targeting, any transaction with any affiliated entities, we would pursue such a transaction if we determined that such affiliated entity

met our criteria for a business combination and such transaction was approved by a majority of our disinterested directors.

agreement to obtain an opinion from an independent investment banking firm or another independent firm that commonly renders valuation

opinions for the type of company we are seeking to acquire or an independent accounting firm, regarding the fairness to our company from

a financial point of view of a business combination with one or more domestic or international businesses affiliated with our officers,

directors or existing holders, potential conflicts of interest still may exist and, as a result, the terms of the business combination

may not be as advantageous to our public shareholders as they would be absent any conflicts of interest.

our sponsor, officers and directors will lose their entire investment in us if our initial business combination is not completed, a conflict

of interest may arise in determining whether a particular business combination target is appropriate for our initial business combination.

sponsor owned approximately 21.92% of our issued and outstanding shares after our IPO.

The founder shares will be worthless if

we do not complete an initial business combination.

In addition, our sponsor purchased an aggregate of 240,848 private placement units,

for a purchase price of $2,408,480, or $10.00 per unit, that will also be worthless if we do not complete a business combination.

private placement unit consists of one private placement share, one private placement right, granting the holder thereof the right to

receive one-tenth (1/5) of an ordinary share upon the consummation of an initial business combination.

The founder shares are identical

to the ordinary shares included in the units being sold in our IPO except that (i) the founder shares are subject to certain transfer

restrictions and (ii) our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed

(A) to waive their redemption rights with respect to their founder shares, private placement shares and public shares in connection with

the completion of our initial business combination, (B) to waive their redemption rights with respect to any founder shares, private placement

shares and public shares held by them in connection with a shareholder vote to approve an amendment to our amended and restated memorandum

and articles of association (x) to modify the substance or timing of our obligation to provide for the redemption of our public shares

in connection with an initial business combination or to redeem 100% of our public shares if we have not consummated our initial business

combination within the timeframe set forth therein or (y) with respect to any other provision relating to shareholders’ rights or

pre-initial business combination activity and (C) to waive their rights to liquidating distributions from the trust account with respect

to their founder shares and private placement shares if we fail to complete our initial business combination within 12 months from the

closing of our IPO (or up to 18 months from the closing of our IPO if we extend the period of time to consummate a business combination)

(although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we

fail to complete our initial business combination within the prescribed time frame).

The personal and financial

interests of our officers and directors may influence their motivation in identifying and selecting a target business combination, completing

an initial business combination and influencing the operation of the business following the initial business combination.

Since our sponsor, officers and directors

may not be eligible to be reimbursed for their out-of-pocket expenses if our initial business combination is not completed, a conflict

of interest may arise in determining whether a particular business combination target is appropriate for our initial business combination.

At the closing of our initial

business combination, our sponsor, officers and directors, or any of their respective affiliates, will be reimbursed for any out-of-pocket

expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence

on suitable business combinations.

There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred in connection with

activities on our behalf.

These financial interests of our sponsor, officers and directors may influence their motivation in identifying

and selecting a target business combination and completing an initial business combination.

We may issue notes or other debt securities,

or otherwise incur substantial debt, to complete a business combination, which may adversely affect our leverage and financial condition

and thus negatively impact the value of our shareholders’ investment in us.

Although we currently have

no commitments to issue any notes or other debt securities, or to otherwise incur outstanding debt following our IPO, we may choose to

incur substantial debt to complete our initial business combination.

We have agreed that we will not incur any indebtedness unless we

have obtained from the lender a waiver of any right, title, interest or claim of any kind in or to the monies held in the trust account.

sponsor currently owns approximately 27% of our issued and outstanding shares.

The founder shares will be worthless if we do not

complete an initial business combination.

In addition, our sponsor purchased an aggregate of 240,848 private placement units, for a purchase

price of $2,408,480, or $10.00 per unit, that will also be worthless if we do not complete a business combination.

Each private placement

unit consists of one private placement share, one private placement right, granting the holder thereof the right to receive one-tenth

(1/5) of an ordinary share upon the consummation of an initial business combination.

founder shares are identical to the ordinary shares included in the units being sold in our IPO except that (i) the founder shares are

subject to certain transfer restrictions and (ii) our sponsor, officers and directors have entered into a letter agreement with us, pursuant

to which they have agreed (A) to waive their redemption rights with respect to their founder shares, private placement shares and public

shares in connection with the completion of our initial business combination, (B) to waive their redemption rights with respect to any

founder shares, private placement shares and public shares held by them in connection with a shareholder vote to approve an amendment

to our amended and restated memorandum and articles of association (x) to modify the substance or timing of our obligation to provide

for the redemption of our public shares in connection with an initial business combination or to redeem 100% of our public shares if

we have not consummated our initial business combination within the timeframe set forth therein or (y) with respect to any other provision

relating to shareholders’ rights or pre-initial business combination activity and (C) to waive their rights to liquidating distributions

from the trust account with respect to their founder shares and private placement shares if we fail to complete our initial business

combination within the Prescribed Time Frame (although they will be entitled to liquidating distributions from the trust account with

respect to any public shares they hold if we fail to complete our initial business combination within the prescribed time frame).

personal and financial interests of our officers and directors may influence their motivation in identifying and selecting a target business

combination, completing an initial business combination and influencing the operation of the business following the initial business

our sponsor, officers and directors may not be eligible to be reimbursed for their out-of-pocket expenses if our initial business combination

is not completed, a conflict of interest may arise in determining whether a particular business combination target is appropriate for

our initial business combination.

the closing of our initial business combination, our sponsor, officers and directors, or any of their respective affiliates, will be

reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses

and performing due diligence on suitable business combinations.

There is no cap or ceiling on the reimbursement of out-of-pocket expenses

incurred in connection with activities on our behalf.

These financial interests of our sponsor, officers and directors may influence

their motivation in identifying and selecting a target business combination and completing an initial business combination.

may issue notes or other debt securities, or otherwise incur substantial debt, to complete a business combination, which may adversely

affect our leverage and financial condition and thus negatively impact the value of our shareholders’ investment in us.

we currently have no commitments to issue any notes or other debt securities, or to otherwise incur outstanding debt following our IPO,

we may choose to incur substantial debt to complete our initial business combination.

We have agreed that we will not incur any indebtedness

unless we have obtained from the lender a waiver of any right, title, interest or claim of any kind in or to the monies held in the trust

As such, no issuance of debt will affect the per-share amount available for redemption from the trust account.

Nevertheless, the incurrence

of debt could have a variety of negative effects, including:

default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations;

acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;

our immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand;

our inability to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain such financing while the debt security is outstanding;

our inability to pay dividends on our ordinary shares;

using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our ordinary shares if declared, expenses, capital expenditures, acquisitions and other general corporate purposes;

limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;

increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation;

limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt.

We may only be able to complete one business

combination with the proceeds of our IPO and the sale of the private placement units, which will cause us to be solely dependent on a

single business which may have a limited number of products or services.

This lack of diversification may negatively impact our operations

and profitability.

Of the net proceeds from

our IPO and the sale of the private placement units, $57,500,000 will be available to complete our business combination and pay related

fees and expenses.

We may effectuate our initial business combination with a single target business or multiple target businesses simultaneously

or within a short period of time.

However, we may not be able to effectuate our initial business combination with more than one target

business because of various factors, including the existence of complex accounting issues and the requirement that we prepare and file

pro forma financial statements with the SEC that present operating results and the financial condition of several target businesses as

if they had been operated on a combined basis.

By completing our initial business combination with only a single entity our lack of diversification

may subject us to numerous economic, competitive and regulatory risks.

Further, we would not be able to diversify our operations or benefit

from the possible spreading of risks or offsetting of losses, unlike other entities which may have the resources to complete several business

combinations in different industries or different areas of a single industry.

Accordingly, the prospects for our success may be:

solely dependent upon the performance of a single business, property or asset;

dependent upon the development or market acceptance of a single or limited number of products, processes or services.

Nevertheless,

the incurrence of debt could have a variety of negative effects, including:

and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt

of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants

that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;

immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand;

inability to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain such

financing while the debt security is outstanding;

inability to pay dividends on our ordinary shares;

a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends

on our ordinary shares if declared, expenses, capital expenditures, acquisitions and other general corporate purposes;

on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;

vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation;

on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution

of our strategy and other purposes and other disadvantages compared to our competitors who have less debt.

may only be able to complete one business combination with the proceeds of our IPO and the sale of the private placement units, which

will cause us to be solely dependent on a single business which may have a limited number of products or services.

This lack of diversification

may subject us to numerous economic, competitive and regulatory risks, any or all of which may have a substantial adverse impact upon

the particular industry in which we may operate subsequent to our initial business combination.

We may attempt to simultaneously complete

business combinations with multiple prospective targets, which may hinder our ability to complete our initial business combination and

give rise to increased costs and risks that could negatively impact our operations and profitability.

If we determine to simultaneously

acquire several businesses that are owned by different sellers, we will need for each of such sellers to agree that our purchase of its

business is contingent on the simultaneous closings of the other business combinations, which may make it more difficult for us, and delay

our ability, to complete our initial business combination.

With multiple business combinations, we could also face additional risks, including

additional burdens and costs with respect to possible multiple negotiations and due diligence investigations (if there are multiple sellers)

and the additional risks associated with the subsequent assimilation of the operations and services or products of the acquired companies

in a single operating business.

If we are unable to adequately address these risks, it could negatively impact our profitability and results

of operations.

Our management may not be able to maintain

control of a target business after our initial business combination.

We cannot provide assurance that, upon loss of control of a target

business, new management will possess the skills, qualifications or abilities necessary to profitably operate such business.

We may structure a business

combination so that the post-transaction company in which our public shareholders own shares will own less than 100% of the equity interests

or assets of a target business, but we will only complete such business combination if the post-transaction company owns or acquires 50%

or more of the outstanding voting securities of the target or otherwise acquire a controlling interest in the target sufficient for us

not to be required to register as an investment company under the Investment Company Act.

In the event that we acquire assets, we would

expect to acquire assets to constitute an operating business.

We do not expect to consider any transaction that does not meet such criteria.

Even if the post-transaction company owns 50% or more of the voting securities of the target, our shareholders prior to the business combination

may collectively own a minority interest in the post business combination company, depending on valuations ascribed to the target and

us in the business combination transaction.

For example, we could pursue a transaction in which we issue a substantial number of new ordinary

shares in exchange for all of the outstanding capital stock of a target.

In this case, we would acquire a 100% interest in the target.

However, as a result of the issuance of a substantial number of new ordinary shares, our shareholders immediately prior to such transaction

could own less than a majority of our issued and outstanding ordinary shares subsequent to such transaction.

In addition, other minority

shareholders may subsequently combine their holdings resulting in a single person or group obtaining a larger share of the company’s

stock than we initially acquired.

Accordingly, this may make it more likely that our management will not be able to maintain our control

of the target business.

We do not have a specified maximum redemption

The absence of such a redemption threshold may make it possible for us to complete a business combination with which a substantial

majority of our shareholders do not agree.

Our amended and restated

memorandum and articles of association does not provide a specified maximum redemption threshold, except that in no event will we redeem

our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 upon consummation of our initial business

combination, unless we are otherwise exempt from the provisions of Rule 419 promulgated under the Securities Act (such that we are

not subject to the SEC’s “penny stock” rules) or any greater net tangible asset or cash requirement which may be contained

in the agreement relating to our initial business combination.

As a result, we may be able to complete our initial business combination

even though a substantial majority of our public shareholders do not agree with the transaction and have redeemed their shares or, if

we seek shareholder approval of our initial business combination and do not conduct redemptions in connection with our initial business

combination pursuant to the tender offer rules, have entered into privately negotiated agreements to sell their shares to our sponsor,

officers, directors, advisors or their affiliates.

In the event the aggregate cash consideration we would be required to pay for all ordinary

shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed

business combination exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any

shares, all ordinary shares submitted for redemption will be returned to the holders thereof, and we instead may search for an alternate

business combination.

Investors may view our units as less attractive

than those of other blank check companies.

Unlike other blank check

companies that sell units comprised of shares and warrants each to purchase one full share in their initial public offerings, we are selling

units comprised of ordinary shares and rights entitling the holder to receive one-fifth (1/5) of one ordinary share.

The rights will not

have any voting rights and will expire and be worthless if we do not consummate an initial business combination.

Furthermore, no fractional

shares will be issued upon conversion of any rights.

As a result, if you acquire less than five rights, you may, in our discretion, not

receive one whole share.

Any rounding down and extinguishment may be done with or without any in lieu cash payment or other compensation

being made to the holder of the relevant rights.

Accordingly, investors in our company will not be issued the same securities as part

of their investment as they may have in other blank check company offerings, which may have the effect of limiting the potential upside

value of your investment in our company.

In order to effectuate an initial business

combination, blank check companies have, in the recent past, amended various provisions of their charters and modified governing instruments.

We cannot assure you that we will not seek to amend our Amended and Restated Memorandum and Articles of Association or governing instruments

in a manner that will make it easier for us to complete our initial business combination that our shareholders may not support.

In order to effectuate a

business combination, blank check companies have, in the past, amended various provisions of their charters and modified governing instruments.

For example, blank check companies have amended the definition of business combination, increased redemption thresholds and extended the

period of time in which it had to consummate a business combination.

We cannot assure you that we will not seek to amend our Amended and

Restated Memorandum and Articles of Association or governing instruments or extend the time in which we have to consummate a business

combination through amending our Amended and Restated Memorandum and Articles of Association, each of which will require a special resolution

of our shareholders as a matter of Cayman Islands law, meaning a resolution passed by holders of at least two thirds of our ordinary shares

who are eligible to vote and attend (in person or by proxy) at a general meeting of the company’s shareholders.

The provisions of our Amended and Restated

Memorandum and Articles of Association that relate to our pre-initial business combination activity (and corresponding provisions of the

agreement governing the release of funds from our trust account), including an amendment to permit us to withdraw funds from the trust

account such that the per share amount investors will receive upon any redemption or liquidation is substantially reduced or eliminated,

may be amended with the approval of holders of at least two-thirds of our ordinary shares who attend and vote in a general meeting, which

is a lower amendment threshold than that of some other blank check companies.

It may be easier for us, therefore, to amend our amended

and restated memorandum and articles of association and the trust agreement to facilitate the completion of an initial business combination

that some of our shareholders may not support.

may negatively impact our operations and profitability.

the net proceeds from our IPO and the sale of the private placement units, $57,500,000 was initially available to complete our business

combination and pay related fees and expenses.

That amount has been reduced by the redemption of Ordinary Shars in connection with the

Extraordinary General Meeting.

We may effectuate our initial business combination with a single target business or multiple target businesses

simultaneously or within a short period of time.

However, we may not be able to effectuate our initial business combination with more

than one target business because of various factors, including the existence of complex accounting issues and the requirement that we

prepare and file pro forma financial statements with the SEC that present operating results and the financial condition of several target

businesses as if they had been operated on a combined basis.

By completing our initial business combination with only a single entity

our lack of diversification may subject us to numerous economic, competitive and regulatory risks.

Further, we would not be able to diversify

our operations or benefit from the possible spreading of risks or offsetting of losses, unlike other entities which may have the resources

to complete several business combinations in different industries or different areas of a single industry.

Accordingly, the prospects

for our success may be:

dependent upon the performance of a single business, property or asset;

upon the development or market acceptance of a single or limited number of products, processes or services.

lack of diversification may subject us to numerous economic, competitive and regulatory risks, any or all of which may have a substantial

adverse impact upon the particular industry in which we may operate subsequent to our initial business combination.

may attempt to simultaneously complete business combinations with multiple prospective targets, which may hinder our ability to complete

our initial business combination and give rise to increased costs and risks that could negatively impact our operations and profitability.

we determine to simultaneously acquire several businesses that are owned by different sellers, we will need for each of such sellers

to agree that our purchase of its business is contingent on the simultaneous closings of the other business combinations, which may make

it more difficult for us, and delay our ability, to complete our initial business combination.

With multiple business combinations, we

could also face additional risks, including additional burdens and costs with respect to possible multiple negotiations and due diligence

investigations (if there are multiple sellers) and the additional risks associated with the subsequent assimilation of the operations

and services or products of the acquired companies in a single operating business.

If we are unable to adequately address these risks,

it could negatively impact our profitability and results of operations.

management may not be able to maintain control of a target business after our initial business combination.

We cannot provide assurance

that, upon loss of control of a target business, new management will possess the skills, qualifications or abilities necessary to profitably

operate such business.

may structure a business combination so that the post-transaction company in which our public shareholders own shares will own less than

100% of the equity interests or assets of a target business, but we will only complete such business combination if the post-transaction

company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquire a controlling interest in

the target sufficient for us not to be required to register as an investment company under the Investment Company Act.

In the event that

we acquire assets, we would expect to acquire assets to constitute an operating business.

We do not expect to consider any transaction

that does not meet such criteria.

Even if the post-transaction company owns 50% or more of the voting securities of the target, our shareholders

prior to the business combination may collectively own a minority interest in the post business combination company, depending on valuations

ascribed to the target and us in the business combination transaction.

For example, we could pursue a transaction in which we issue a

substantial number of new ordinary shares in exchange for all of the outstanding capital stock of a target.

In this case, we would acquire

a 100% interest in the target.

However, as a result of the issuance of a substantial number of new ordinary shares, our shareholders

immediately prior to such transaction could own less than a majority of our issued and outstanding ordinary shares subsequent to such

In addition, other minority shareholders may subsequently combine their holdings resulting in a single person or group obtaining

a larger share of the company’s stock than we initially acquired.

Accordingly, this may make it more likely that our management

will not be able to maintain our control of the target business.

do not have a specified maximum redemption threshold.

The absence of such a redemption threshold may make it possible for us to complete

a business combination with which a substantial majority of our shareholders do not agree.

amended and restated memorandum and articles of association does not provide a specified maximum redemption threshold, except that in

no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 upon consummation

of our initial business combination, unless we are otherwise exempt from the provisions of Rule 419 promulgated under the Securities

Act (such that we are not subject to the SEC’s “penny stock” rules) or any greater net tangible asset or cash requirement

which may be contained in the agreement relating to our initial business combination.

As a result, we may be able to complete our initial

business combination even though a substantial majority of our public shareholders do not agree with the transaction and have redeemed

their shares or, if we seek shareholder approval of our initial business combination and do not conduct redemptions in connection with

our initial business combination pursuant to the tender offer rules, have entered into privately negotiated agreements to sell their

shares to our sponsor, officers, directors, advisors or their affiliates.

In the event the aggregate cash consideration we would be required

to pay for all ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant

to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not complete the business

combination or redeem any shares, all ordinary shares submitted for redemption will be returned to the holders thereof, and we instead

may search for an alternate business combination.

may view our units as less attractive than those of other blank check companies.

other blank check companies that sell units comprised of shares and warrants each to purchase one full share in their initial public

offerings, we are selling units comprised of ordinary shares and rights entitling the holder to receive one-fifth (1/5) of one ordinary

The rights will not have any voting rights and will expire and be worthless if we do not consummate an initial business combination.

Furthermore, no fractional shares will be issued upon conversion of any rights.

As a result, if you acquire less than five rights, you

may, in our discretion, not receive one whole share.

Any rounding down and extinguishment may be done with or without any in lieu cash

payment or other compensation being made to the holder of the relevant rights.

Accordingly, investors in our company will not be issued

the same securities as part of their investment as they may have in other blank check company offerings, which may have the effect of

limiting the potential upside value of your investment in our company.

order to effectuate an initial business combination, blank check companies have, in the recent past, amended various provisions of their

charters and modified governing instruments.

We cannot assure you that we will not seek to amend our Amended and Restated Memorandum

and Articles of Association or governing instruments in a manner that will make it easier for us to complete our initial business combination

that our shareholders may not support.

order to effectuate a business combination, blank check companies have, in the past, amended various provisions of their charters and

modified governing instruments.

For example, blank check companies have amended the definition of business combination, increased redemption

thresholds and extended the period of time in which it had to consummate a business combination.

We cannot assure you that we will not

seek to amend our Amended and Restated Memorandum and Articles of Association or governing instruments or extend the time in which we

have to consummate a business combination through amending our Amended and Restated Memorandum and Articles of Association, each of which

will require a special resolution of our shareholders as a matter of Cayman Islands law, meaning a resolution passed by holders of at

least two thirds of our ordinary shares who are eligible to vote and attend (in person or by proxy) at a general meeting of the company’s

shareholders.

provisions of our Amended and Restated Memorandum and Articles of Association that relate to our pre-initial business combination activity

(and corresponding provisions of the agreement governing the release of funds from our trust account), including an amendment to permit

us to withdraw funds from the trust account such that the per share amount investors will receive upon any redemption or liquidation

is substantially reduced or eliminated, may be amended with the approval of holders of at least two-thirds of our ordinary shares who

attend and vote in a general meeting, which is a lower amendment threshold than that of some other blank check companies.

It may be easier

for us, therefore, to amend our amended and restated memorandum and articles of association and the trust agreement to facilitate the

completion of an initial business combination that some of our shareholders may not support.

other blank check companies have a provision in their charter which prohibits the amendment of certain of its provisions, including those

13 unchanged sentences

and restated memorandum and articles of association.

Our sponsor, which beneficially owns approximately 21.92% of our ordinary shares,

will participate in any vote to amend our amended and restated memorandum and articles of association and/or trust agreement and will

have the discretion to vote in any manner it chooses.

As a result, we may be able to amend the provisions of our amended and restated

memorandum and articles of association which govern our pre-business combination behavior more easily than some other blank check companies,

and this may increase our ability to complete a business combination with which you do not agree.

Our shareholders may pursue remedies

against us for any breach of our amended and restated memorandum and articles of association.

Our sponsor, which beneficially owns approximately 27% of our ordinary shares, will

participate in any vote to amend our amended and restated memorandum and articles of association and/or trust agreement and will have

the discretion to vote in any manner it chooses.

As a result, we may be able to amend the provisions of our amended and restated memorandum

and articles of association which govern our pre-business combination behavior more easily than some other blank check companies, and

this may increase our ability to complete a business combination with which you do not agree.

Our shareholders may pursue remedies against

us for any breach of our amended and restated memorandum and articles of association.

agreements related to our IPO may be amended without shareholder approval.

11 unchanged sentences

effect on the value of an investment in our securities.

We may be unable to obtain additional financing

to complete our initial business combination or to fund the operations and growth of a target business, which could compel us to restructure

or abandon a particular business combination.

Although we believe that

the net proceeds of our IPO and the sale of the private placement units will be sufficient to allow us to complete our initial business

combination, because we have not yet identified any prospective target business we cannot ascertain the capital requirements for any particular

However, we intend to acquire one or more businesses with a total enterprise value of between $200,000,000 and $400,000,000

which represents enterprise values that are greater than the net proceeds of our IPO and the sale of the private placement units.

net proceeds of our IPO and the sale of the private placement units prove to be insufficient, either because of the size of our initial

business combination, the depletion of the available net proceeds in search of a target business, the obligation to redeem for cash a

significant number of shares from shareholders who elect redemption in connection with our initial business combination or the terms of

negotiated transactions to purchase shares in connection with our initial business combination, we may be required to seek additional

financing or to abandon the proposed business combination.

We cannot assure you that such financing will be available on acceptable terms,

may be unable to obtain additional financing to complete our initial business combination or to fund the operations and growth of a target

business, which could compel us to restructure or abandon a particular business combination.

we believe that the net proceeds of our IPO and the sale of the private placement units will be sufficient to allow us to complete our

initial business combination, because we have not yet identified any prospective target business we cannot ascertain the capital requirements

for any particular transaction.

However, we intend to acquire one or more businesses with a total enterprise value of between $200,000,000

and $400,000,000 which represents enterprise values that are greater than the net proceeds of our IPO and the sale of the private placement

If the net proceeds of our IPO and the sale of the private placement units prove to be insufficient, either because of the size

of our initial business combination, the depletion of the available net proceeds in search of a target business, the obligation to redeem

for cash a significant number of shares from shareholders who elect redemption in connection with our initial business combination or

the terms of negotiated transactions to purchase shares in connection with our initial business combination, we may be required to seek

additional financing or to abandon the proposed business combination.

We cannot assure you that such financing will be available on acceptable

terms, if at all.

To the extent that additional financing proves to be unavailable when needed to complete our initial business combination,

12 unchanged sentences

redemption of their shares.

Our sponsor paid an aggregate of $25,000,

or approximately $0.02 per founder share, and, accordingly, you will experience immediate and substantial dilution upon the consummation

of our initial business combination.

We offered our units at an

offering price of $10.00 per unit and the amount in our trust account was anticipated to be $10.00 per public share, implying an initial

value of $10.00 per public share.

However, prior to our IPO, our sponsor paid a nominal aggregate purchase price of $25,000 for the founder

shares, or approximately $0.02 per share.

As a result, the value of your public shares may be significantly diluted upon the consummation

of our initial business combination, when the founder shares are converted into public shares.

The value of the founder shares following

completion of our initial business combination is likely to be substantially higher than the nominal price paid for them, even if the

trading price of our ordinary shares at such time is substantially less than $10.00 per share.

Upon the closing of the IPO,

our sponsor invested in us an aggregate of $2,433,480, comprised of the $25,000 purchase price for the founder shares and the $2,408,480

purchase price for the private placement units.

Assuming a trading price of $10.00 per share upon consummation of our initial business

combination, the 1,437,500 founder shares would have an aggregate implied value of $14,375,000.

As a result, even if the trading price

of our ordinary share significantly declines, the value of the founder shares held by our sponsor will be significantly greater than the

amount our sponsor paid to purchase such shares.

Therefore, our sponsor is likely to be able to make a substantial profit on its investment

in us at a time when our public shares have lost significant value.

Accordingly, members of our management team who owns interests

in our sponsor may have an economic incentive that differs from that of the public shareholders to pursue and consummate an initial business

combination rather than to liquidate and to return all of the cash in the trust to the public shareholders, even if that business combination

were with a riskier or less-established target business.

For the foregoing reasons, you should consider our management team’s financial

incentive to complete an initial business combination when evaluating whether to redeem your shares prior to or in connection with the

initial business combination

Our rights agreement with our transfer agent

will designate the courts of the State of New York or the United States District Court for the Southern District of New York as the sole

and exclusive forum for certain types of actions and proceedings that may be initiated by holders of our rights, which could limit the

ability of rights holders to obtain a favorable judicial forum for disputes with our company.

Our rights agreement with

our transfer agent, which govern the terms of the rights, provides that, subject to applicable law, (i) any action, proceeding or claim

against us or the rights agent arising out of or relating in any way to the rights agreement shall be brought and enforced in the courts

of the State of New York or the United States District Court for the Southern District of New York, and (ii) that we and the rights agent

irrevocably submit to such jurisdiction, which jurisdiction shall be the exclusive forum for any such action, proceeding or claim.

provisions therefore require holders of our rights to submit to the jurisdiction of the courts of New York, New York.

We and the rights

agent and investors have therefore waived any objection to such exclusive jurisdiction and that such courts represent an inconvenient

Notwithstanding the foregoing,

this exclusive forum provision shall not apply to suits brought to enforce a duty or liability created by the Exchange Act, any other

claim for which the federal courts have exclusive jurisdiction or any complaint asserting a cause of action arising under the Securities

Act against us or any of our directors, officers, other employees or agents.

Section 27 of the Exchange Act creates exclusive federal

jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder.

sponsor paid an aggregate of $25,000, or approximately $0.02 per founder share, and, accordingly, you will experience immediate and substantial

dilution upon the consummation of our initial business combination.

offered our units at an offering price of $10.00 per unit and the amount in our trust account was anticipated to be $10.00 per public

share, implying an initial value of $10.00 per public share.

However, prior to our IPO, our sponsor paid a nominal aggregate purchase

price of $25,000 for the founder shares, or approximately $0.02 per share.

As a result, the value of your public shares may be significantly

diluted upon the consummation of our initial business combination, when the founder shares are converted into public shares.

value of the founder shares following completion of our initial business combination is likely to be substantially higher than the nominal

price paid for them, even if the trading price of our ordinary shares at such time is substantially less than $10.00 per share.

the closing of the IPO, our sponsor invested in us an aggregate of $2,433,480, comprised of the $25,000 purchase price for the founder

shares and the $2,408,480 purchase price for the private placement units.

Assuming a trading price of $10.00 per share upon consummation

of our initial business combination, the 1,437,500 founder shares would have an aggregate implied value of $14,375,000.

even if the trading price of our ordinary share significantly declines, the value of the founder shares held by our sponsor will be significantly

greater than the amount our sponsor paid to purchase such shares.

Therefore, our sponsor is likely to be able to make a substantial profit

on its investment in us at a time when our public shares have lost significant value.

Accordingly, members of our management team

who owns interests in our sponsor may have an economic incentive that differs from that of the public shareholders to pursue and consummate

an initial business combination rather than to liquidate and to return all of the cash in the trust to the public shareholders, even

if that business combination were with a riskier or less-established target business.

For the foregoing reasons, you should consider

our management team’s financial incentive to complete an initial business combination when evaluating whether to redeem your shares

prior to or in connection with the initial business combination

rights agreement with our transfer agent will designate the courts of the State of New York or the United States District Court for the

Southern District of New York as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders

of our rights, which could limit the ability of rights holders to obtain a favorable judicial forum for disputes with our company.

rights agreement with our transfer agent, which govern the terms of the rights, provides that, subject to applicable law, (i) any action,

proceeding or claim against us or the rights agent arising out of or relating in any way to the rights agreement shall be brought and

enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and (ii) that

we and the rights agent irrevocably submit to such jurisdiction, which jurisdiction shall be the exclusive forum for any such action,

proceeding or claim.

These provisions therefore require holders of our rights to submit to the jurisdiction of the courts of New York,

We and the rights agent and investors have therefore waived any objection to such exclusive jurisdiction and that such courts

represent an inconvenient forum.

Notwithstanding

the foregoing, this exclusive forum provision shall not apply to suits brought to enforce a duty or liability created by the Exchange

Act, any other claim for which the federal courts have exclusive jurisdiction or any complaint asserting a cause of action arising under

the Securities Act against us or any of our directors, officers, other employees or agents.

Section 27 of the Exchange Act creates

exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations

In addition, the Company cannot waive compliance with the federal securities laws and the rules and regulations thereunder.

Notwithstanding the foregoing

limitations on venue, such provisions are not applicable with respect to claims under the United States’ Securities Act or Exchange

With respect to other types of claims these choice-of-forum provisions may limit a right’s holder’s ability to bring

a claim in a judicial forum that it finds favorable for disputes with our company, which may discourage such lawsuits.

Alternatively,

if a court were to find this provision of our rights agreement inapplicable or unenforceable with respect to one or more of the specified

types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could

materially and adversely affect our business, financial condition and results of operations and result in a diversion of the time and

resources of our management and board of directors.

We may amend the terms of the rights in

a manner that may be adverse to holders of public rights with the approval by the holders of a majority of the then issued and outstanding

Our rights will be issued

in registered form under a rights agreement between Continental Stock Transfer & Trust Company, as rights agent, and us.

agreement provides that the terms of the rights may be amended without the consent of any holder to cure any ambiguity or correct any

defective provision, but requires the approval by the holders of a majority of the then issued and outstanding rights (including private

rights) to make any change that adversely affects the interests of the registered holders of rights.

Accordingly, we may amend the terms

of the rights in a manner adverse to a holder if holders of a majority of the then issued and outstanding rights (including private rights)

approve of such amendment.

Our rights and founder shares may have an

adverse effect on the market price of our ordinary shares and make it more difficult to effectuate our initial business combination.

We have issued public rights

that will result in the issuance of up to 1,150,000 ordinary shares as part of the units offered by us in our initial public offering.

The potential for the issuance of a substantial number of additional shares upon conversion of the rights could make us a less attractive

acquisition vehicle in the eyes of a target business.

Such securities, when converted, will increase the number of issued and outstanding

ordinary shares and reduce the value of the shares issued to complete the business combination.

Accordingly, our rights may make it more

difficult to effectuate a business combination or increase the cost of acquiring the target business.

Additionally, the sale, or even

the possibility of sale, of the ordinary shares underlying the rights could have an adverse effect on the market price for our securities

or on our ability to obtain future financing.

If and to the extent these rights are exercised, you may experience dilution to your holdings.

Because we must furnish our shareholders

with target business financial statements, we may lose the ability to complete an otherwise advantageous initial business combination

with some prospective target businesses.

The federal proxy rules require

that a proxy statement with respect to a vote on a business combination meeting certain financial significance tests include historical

and/or pro forma financial statement disclosure in periodic reports.

We will include the same financial statement disclosure in connection

with our tender offer documents, whether or not they are required under the tender offer rules.

These financial statements may be required

to be prepared in accordance with, or be reconciled to, accounting principles generally accepted in the United States of America, or U.S.

GAAP, or international financing reporting standards as issued by the International Accounting Standards Board, or IFRS, depending on

the circumstances and the historical financial statements may be required to be audited in accordance with the standards of the Public

Company Accounting Oversight Board (United States), or PCAOB.

These financial statement requirements may limit the pool of potential target

businesses we may acquire because some targets may be unable to provide such statements in time for us to disclose such statements in

accordance with federal proxy rules and complete our initial business combination within the prescribed time frame.

We are an emerging growth company within

the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to emerging growth

companies, this could make our securities less attractive to investors and may make it more difficult to compare our performance with

other public companies.

We are an “emerging

growth company” within the meaning of the Securities Act, as modified by the JOBS Act, and we may take advantage of certain exemptions

from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but

not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act,

reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the

requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments

not previously approved.

As a result, our shareholders may not have access to certain information they may deem important.

an emerging growth company for up to five years, although circumstances could cause us to lose that status earlier, including if the market

value of our ordinary shares held by non-affiliates exceeds $700 million as of any June 30 before that time, in which case we would

no longer be an emerging growth company as of the following December 31.

We cannot predict whether investors will find our securities

less attractive because we will rely on these exemptions.

If some investors find our securities less attractive as a result of our reliance

on these exemptions, the trading prices of our securities may be lower than they otherwise would be, there may be a less active trading

market for our securities and the trading prices of our securities may be more volatile.

Further, Section 102(b)(1)

of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until

private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class

of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards.

Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging

growth companies but any such an election to opt out is irrevocable.

We have elected not to opt out of such extended transition period

which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an

emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

make a comparison of our financial statements with another public company which is neither an emerging growth company nor an emerging growth

company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accountant

standards used.

Additionally, we are a “smaller reporting

company” as defined in Item 10(f)(1) of Regulation S-K.

Smaller reporting companies may take advantage of

certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements.

We will remain a smaller reporting company until the last day of the fiscal year in which (1) the aggregate worldwide market

value of our Class A ordinary shares held by non-affiliates equaled or exceeded $250.0 million as of the end of the prior

June 30 th , and (2) our annual revenues equaled or exceeded $100.0 million during such completed fiscal year

or the aggregate worldwide market value of our Class A ordinary shares held by non-affiliates equaled or exceeded $700.0 million

as of end of our prior second fiscal quarter.

Cyber incidents or attacks directed at us

could result in information theft, data corruption, operational disruption and/or financial loss.

We depend on digital technologies,

including information systems, infrastructure and cloud applications and services, including those of third parties with which we may

Sophisticated and deliberate attacks on, or security breaches in, our systems or infrastructure, or the systems or infrastructure

of third parties or the cloud, could lead to corruption or misappropriation of our assets, proprietary information and sensitive or confidential

As an early-stage company without significant investments in data security protection, we may not be sufficiently protected against

such occurrences.

We may not have sufficient resources to adequately protect against or to investigate and remediate any vulnerability

to cyber incidents.

It is possible that any of these occurrences, or a combination of them, could have adverse consequences on our business

and lead to financial loss.

Compliance obligations under the Sarbanes-Oxley

Act may make it more difficult for us to effectuate our initial business combination, require substantial financial and management resources,

and increase the time and costs of completing an acquisition.

Section 404 of the Sarbanes-Oxley Act requires that we evaluate

and report on our system of internal controls beginning with our Annual Report on Form 10-K for the year ending March 31, 2026.

Only in the event we are deemed to be a large accelerated filer or an accelerated filer will we be required to comply with the independent

Notwithstanding

the foregoing limitations on venue, such provisions are not applicable with respect to claims under the United States’ Securities

Act or Exchange Act.

With respect to other types of claims these choice-of-forum provisions may limit a right’s holder’s

ability to bring a claim in a judicial forum that it finds favorable for disputes with our company, which may discourage such lawsuits.

Alternatively, if a court were to find this provision of our rights agreement inapplicable or unenforceable with respect to one or more

of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions,

which could materially and adversely affect our business, financial condition and results of operations and result in a diversion of

the time and resources of our management and board of directors.

may amend the terms of the rights in a manner that may be adverse to holders of public rights with the approval by the holders of a majority

of the then issued and outstanding rights.

rights will be issued in registered form under a rights agreement between Continental Stock Transfer & Trust Company, as rights agent,

The rights agreement provides that the terms of the rights may be amended without the consent of any holder to cure any ambiguity

or correct any defective provision, but requires the approval by the holders of a majority of the then issued and outstanding rights

(including private rights) to make any change that adversely affects the interests of the registered holders of rights.

we may amend the terms of the rights in a manner adverse to a holder if holders of a majority of the then issued and outstanding rights

(including private rights) approve of such amendment.

rights and founder shares may have an adverse effect on the market price of our ordinary shares and make it more difficult to effectuate

our initial business combination.

have issued public rights that will result in the issuance of up to 1,150,000 ordinary shares as part of the units offered by us in our

initial public offering.

The potential for the issuance of a substantial number of additional shares upon conversion of the rights could

make us a less attractive acquisition vehicle in the eyes of a target business.

Such securities, when converted, will increase the number

of issued and outstanding ordinary shares and reduce the value of the shares issued to complete the business combination.

our rights may make it more difficult to effectuate a business combination or increase the cost of acquiring the target business.

Additionally,

the sale, or even the possibility of sale, of the ordinary shares underlying the rights could have an adverse effect on the market price

for our securities or on our ability to obtain future financing.

If and to the extent these rights are exercised, you may experience

dilution to your holdings.

we must furnish our shareholders with target business financial statements, we may lose the ability to complete an otherwise advantageous

initial business combination with some prospective target businesses.

federal proxy rules require that a proxy statement with respect to a vote on a business combination meeting certain financial significance

tests include historical and/or pro forma financial statement disclosure in periodic reports.

We will include the same financial statement

disclosure in connection with our tender offer documents, whether or not they are required under the tender offer rules.

These financial

statements may be required to be prepared in accordance with, or be reconciled to, accounting principles generally accepted in the United

States of America, or U.S.

GAAP, or international financing reporting standards as issued by the International Accounting Standards Board,

or IFRS, depending on the circumstances and the historical financial statements may be required to be audited in accordance with the

standards of the Public Company Accounting Oversight Board (United States), or PCAOB.

These financial statement requirements may limit

the pool of potential target businesses we may acquire because some targets may be unable to provide such statements in time for us to

disclose such statements in accordance with federal proxy rules and complete our initial business combination within the prescribed time

are an emerging growth company within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure

requirements available to emerging growth companies, this could make our securities less attractive to investors and may make it more

difficult to compare our performance with other public companies.

are an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, and we may take advantage

of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth

companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404

of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements,

and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any

golden parachute payments not previously approved.

As a result, our shareholders may not have access to certain information they may

deem important.

We could be an emerging growth company for up to five years, although circumstances could cause us to lose that status

earlier, including if the market value of our ordinary shares held by non-affiliates exceeds $700 million as of any June 30 before

that time, in which case we would no longer be an emerging growth company as of the following December 31.

We cannot predict whether

investors will find our securities less attractive because we will rely on these exemptions.

If some investors find our securities less

attractive as a result of our reliance on these exemptions, the trading prices of our securities may be lower than they otherwise would

be, there may be a less active trading market for our securities and the trading prices of our securities may be more volatile.

Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial

accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective

or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting

The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements

that apply to non-emerging growth companies but any such an election to opt out is irrevocable.

We have elected not to opt out of such

extended transition period which means that when a standard is issued or revised and it has different application dates for public or

private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new

or revised standard.

This may make a comparison of our financial statements with another public company which is neither an emerging

growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because

of the potential differences in accountant standards used.

Additionally,

we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K.

Smaller reporting

companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years

of audited financial statements.

We will remain a smaller reporting company until the last day of the fiscal year in which (1) the

aggregate worldwide market value of our Class A ordinary shares held by non-affiliates equaled or exceeded $250.0 million

as of the end of the prior June 30 th , and (2) our annual revenues equaled or exceeded $100.0 million during

such completed fiscal year or the aggregate worldwide market value of our Class A ordinary shares held by non-affiliates equaled

or exceeded $700.0 million as of end of our prior second fiscal quarter.

incidents or attacks directed at us could result in information theft, data corruption, operational disruption and/or financial loss.

depend on digital technologies, including information systems, infrastructure and cloud applications and services, including those of

third parties with which we may deal.

Sophisticated and deliberate attacks on, or security breaches in, our systems or infrastructure,

or the systems or infrastructure of third parties or the cloud, could lead to corruption or misappropriation of our assets, proprietary

information and sensitive or confidential data.

As an early-stage company without significant investments in data security protection,

we may not be sufficiently protected against such occurrences.

We may not have sufficient resources to adequately protect against or

to investigate and remediate any vulnerability to cyber incidents.

It is possible that any of these occurrences, or a combination of

them, could have adverse consequences on our business and lead to financial loss.

obligations under the Sarbanes-Oxley Act may make it more difficult for us to effectuate our initial business combination, require substantial

financial and management resources, and increase the time and costs of completing an acquisition.

of the Sarbanes-Oxley Act requires that we evaluate and report on our system of internal controls beginning with our Annual Report on

Form 10-K for the year ending March 31, 2026.

Only in the event we are deemed to be a large accelerated filer or an accelerated

filer will we be required to comply with the independent registered public accounting firm attestation requirement on our internal control

over financial reporting.

Further, as long as we remain an emerging growth company, we will not be required to comply with the independent

registered public accounting firm attestation requirement on our internal control over financial reporting.

Further, as long as we remain

an emerging growth company, we will not be required to comply with the independent registered public accounting firm attestation requirement

on our internal control over financial reporting.

The fact that we are a blank check company makes compliance with the requirements of

the Sarbanes-Oxley Act particularly burdensome on us as compared to other public companies because a target company with which we seek

to complete our initial business combination may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy

of its internal controls.

The development of the internal control of any such entity to achieve compliance with the Sarbanes-Oxley Act

may increase the time and costs necessary to complete any such acquisition.

Because we are incorporated under the laws

of the Cayman Islands, you may face difficulties in protecting your interests, and your ability to protect your rights through the U.S.

The fact that we are a blank

check company makes compliance with the requirements of the Sarbanes-Oxley Act particularly burdensome on us as compared to other public

companies because a target company with which we seek to complete our initial business combination may not be in compliance with the

provisions of the Sarbanes-Oxley Act regarding adequacy of its internal controls.

The development of the internal control of any such

entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such acquisition.

we are incorporated under the laws of the Cayman Islands, you may face difficulties in protecting your interests, and your ability to

protect your rights through the U.S.

Federal courts may be limited.

We are an exempted company

incorporated under the laws of the Cayman Islands.

As a result, it may be difficult for investors to effect service of process within

the United States upon our directors or officers, or enforce judgments obtained in the United States courts against our directors or officers.

Our corporate affairs are

governed by our Amended and Restated Memorandum and Articles of Association, the Companies Act (as the same may be supplemented or amended

from time to time) and the common law of the Cayman Islands.

The rights of shareholders to take action against the directors, actions

by minority shareholders and the fiduciary responsibilities of our directors to us under Cayman Islands law are to a large extent governed

by the common law of the Cayman Islands.

The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent

in the Cayman Islands as well as from English common law, the decisions of whose courts are of persuasive authority, but are not binding

on a court in the Cayman Islands.

The rights of our shareholders and the fiduciary responsibilities of our directors under Cayman Islands

law are different from what they would be under statutes or judicial precedent in some jurisdictions in the United States.

In particular,

the Cayman Islands has a different body of securities laws as compared to the United States, and certain states, such as Delaware, may

have more fully developed and judicially interpreted bodies of corporate law.

In addition, Cayman Islands companies may not have standing

to initiate a shareholders’ derivative action in a Federal court of the United States.

We have been advised by our

Cayman Islands legal counsel that the courts of the Cayman Islands are unlikely (i) to recognize or enforce against us judgments of courts

of the United States predicated upon the civil liability provisions of the federal securities laws of the United States or any state;

and (ii) in original actions brought in the Cayman Islands, to impose liabilities against us predicated upon the civil liability provisions

of the federal securities laws of the United States or any state, so far as the liabilities imposed by those provisions are penal in nature.

In those circumstances, although there is no statutory enforcement in the Cayman Islands of judgments obtained in the United States, the

courts of the Cayman Islands will recognize and enforce a foreign money judgment of a foreign court of competent jurisdiction without

retrial on the merits based on the principle that a judgment of a competent foreign court imposes upon the judgment debtor an obligation

to pay the sum for which judgment has been given provided certain conditions are met.

For a foreign judgment to be enforced in the Cayman

Islands, such judgment must be final and conclusive, given by a court of competent jurisdiction (the courts of the Cayman Islands will

apply the rules of Cayman Islands private international law to determine whether the foreign court is a court of competent jurisdiction),

and must not be in respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable

on the grounds of fraud or obtained in a manner, or be of a kind the enforcement of which is, contrary to natural justice or the public

policy of the Cayman Islands (awards of punitive or multiple damages may well be held to be contrary to public policy).

A Cayman Islands

Court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere.

As a result of all of the

above, public shareholders may have more difficulty in protecting their interests in the face of actions taken by management, members

of the Board of Directors or controlling shareholders than they would as public shareholders of a United States company.

Provisions in our amended and restated memorandum

and articles of association may inhibit a takeover of us, which could limit the price investors might be willing to pay in the future

for our ordinary shares and could entrench management.

Our amended and restated

memorandum and articles of association contains provisions that may discourage unsolicited takeover proposals that shareholders may consider

to be in their best interests.

These provisions may make more difficult the removal of management and may discourage transactions that

otherwise could involve payment of a premium over prevailing market prices for our securities.

After our initial business combination,

it is possible that a majority of our directors and officers will live outside the United States and all of our assets will be located

outside the United States;

therefore, investors may not be able to enforce federal securities laws or their other legal rights.

It is possible that after

our initial business combination, a majority of our directors and officers will reside outside of the United States and all of our assets

will be located outside of the United States.

As a result, it may be difficult, or in some cases not possible, for investors in the United

States to enforce their legal rights, to effect service of process upon all of our directors or officers or to enforce judgments of United

States courts predicated upon civil liabilities and criminal penalties on our directors and officers under United States laws.

In particular, investors

should be aware that there is uncertainty as to whether the courts of the Cayman Islands or any other applicable jurisdictions would recognize

and enforce judgments of U.S.

courts obtained against us or our directors or officers predicated upon the civil liability provisions of

the securities laws of the United States or any state in the United States or entertain original actions brought in the Cayman Islands

or any other applicable jurisdiction’s courts against us or our directors or officers predicated upon the securities laws of the

United States or any state in the United States.

Economic substance legislation of the Cayman

Islands may adversely impact us or our operations.

The Cayman Islands, together with several other non-European Union

jurisdictions, have introduced legislation aimed at addressing concerns raised by the Organization for Economic Co-operation and Development’s

(OECD) Base Erosion and Profit Shifting (BEPS) initiative as to offshore structures engaged in certain activities which attract profits

without real economic activity.

The International Tax Co-operation (Economic Substance) Act, (As Revised) (the “Economic Substance

Act”) contains economic substance requirements for in-scope Cayman Islands entities which are engaged in certain “relevant

As we are a Cayman Islands company, our compliance obligations will include filing an annual notification, which needs

to state whether we are carrying out any relevant activities and if so, whether we have satisfied economic substance tests to the extent

required under the Economic Substance Act.

If the Cayman Islands Tax Information Authority determines that the Company or any of its Cayman

Islands subsidiaries has failed to meet the requirements imposed by the Economic Substance Act, the Company may face significant financial

penalties, restrictions on the regulation of its business activities and/or may be struck off as a registered entity in the Cayman Islands.

As it is still a relatively

new regime, it is anticipated that the Economic Substance Act and associated guidance will evolve and may be subject to further clarification

and amendments.

We may need to allocate additional resources to keep updated with these developments, and may have to make changes to

our operations in order to comply with all requirements under the Economic Substance Act.

Failure to satisfy these requirements may subject

us to penalties under the Economic Substance Act.

Risks Associated with Acquiring and Operating

a Business Outside of the United States

If we effect our initial business combination

with a company located outside of the United States, we would be subject to a variety of additional risks that may negatively impact our

If we effect our initial

business combination with a company located outside of the United States (excluding any business combination with an entity or business

based in the People’s Republic of China, including Hong Kong and Macau), or that has its principal or a majority of its business

operations in such jurisdictions we would be subject to any special considerations or risks associated with companies operating in the

target business’ home jurisdiction, including any of the following:

rules and regulations or currency redemption or corporate withholding taxes on individuals;

laws governing the manner in which future business combinations may be effected;

tariffs and trade barriers;

regulations related to customs and import/export matters;

longer payment cycles;

tax issues, such as tax law changes and variations in tax laws as compared to the United States;

currency fluctuations and exchange controls;

rates of inflation;

challenges in collecting accounts receivable;

cultural and language differences;

employment regulations;

crime, strikes, riots, civil disturbances, terrorist attacks and wars;

deterioration of political relations with the United States which could result in any number of difficulties, both normal course such as above or extraordinary such as sanctions being imposed.

are an exempted company incorporated under the laws of the Cayman Islands.

As a result, it may be difficult for investors to effect service

of process within the United States upon our directors or officers, or enforce judgments obtained in the United States courts against

our directors or officers.

corporate affairs are governed by our Amended and Restated Memorandum and Articles of Association, the Companies Act (as the same may

be supplemented or amended from time to time) and the common law of the Cayman Islands.

The rights of shareholders to take action against

the directors, actions by minority shareholders and the fiduciary responsibilities of our directors to us under Cayman Islands law are

to a large extent governed by the common law of the Cayman Islands.

The common law of the Cayman Islands is derived in part from comparatively

limited judicial precedent in the Cayman Islands as well as from English common law, the decisions of whose courts are of persuasive

authority, but are not binding on a court in the Cayman Islands.

The rights of our shareholders and the fiduciary responsibilities of

our directors under Cayman Islands law are different from what they would be under statutes or judicial precedent in some jurisdictions

in the United States.

In particular, the Cayman Islands has a different body of securities laws as compared to the United States, and

certain states, such as Delaware, may have more fully developed and judicially interpreted bodies of corporate law.

In addition, Cayman

Islands companies may not have standing to initiate a shareholders’ derivative action in a Federal court of the United States.

have been advised by our Cayman Islands legal counsel that the courts of the Cayman Islands are unlikely (i) to recognize or enforce

against us judgments of courts of the United States predicated upon the civil liability provisions of the federal securities laws of

the United States or any state;

and (ii) in original actions brought in the Cayman Islands, to impose liabilities against us predicated

upon the civil liability provisions of the federal securities laws of the United States or any state, so far as the liabilities imposed

by those provisions are penal in nature.

In those circumstances, although there is no statutory enforcement in the Cayman Islands of

judgments obtained in the United States, the courts of the Cayman Islands will recognize and enforce a foreign money judgment of a foreign

court of competent jurisdiction without retrial on the merits based on the principle that a judgment of a competent foreign court imposes

upon the judgment debtor an obligation to pay the sum for which judgment has been given provided certain conditions are met.

For a foreign

judgment to be enforced in the Cayman Islands, such judgment must be final and conclusive, given by a court of competent jurisdiction

(the courts of the Cayman Islands will apply the rules of Cayman Islands private international law to determine whether the foreign court

is a court of competent jurisdiction), and must not be in respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment

in respect of the same matter, impeachable on the grounds of fraud or obtained in a manner, or be of a kind the enforcement of which

is, contrary to natural justice or the public policy of the Cayman Islands (awards of punitive or multiple damages may well be held to

be contrary to public policy).

A Cayman Islands Court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere.

a result of all of the above, public shareholders may have more difficulty in protecting their interests in the face of actions taken

by management, members of the Board of Directors or controlling shareholders than they would as public shareholders of a United States

in our amended and restated memorandum and articles of association may inhibit a takeover of us, which could limit the price investors

might be willing to pay in the future for our ordinary shares and could entrench management.

amended and restated memorandum and articles of association contains provisions that may discourage unsolicited takeover proposals that

shareholders may consider to be in their best interests.

These provisions may make more difficult the removal of management and may discourage

transactions that otherwise could involve payment of a premium over prevailing market prices for our securities.

our initial business combination, it is possible that a majority of our directors and officers will live outside the United States and

all of our assets will be located outside the United States;

therefore, investors may not be able to enforce federal securities laws

or their other legal rights.

is possible that after our initial business combination, a majority of our directors and officers will reside outside of the United States

and all of our assets will be located outside of the United States.

As a result, it may be difficult, or in some cases not possible,

for investors in the United States to enforce their legal rights, to effect service of process upon all of our directors or officers

or to enforce judgments of United States courts predicated upon civil liabilities and criminal penalties on our directors and officers

under United States laws.

In particular, investors should be aware that there is uncertainty as to whether the courts of the Cayman

Islands or any other applicable jurisdictions would recognize and enforce judgments of U.S.

courts obtained against us or our directors

or officers predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States

or entertain original actions brought in the Cayman Islands or any other applicable jurisdiction’s courts against us or our directors

or officers predicated upon the securities laws of the United States or any state in the United States.

substance legislation of the Cayman Islands may adversely impact us or our operations.

Cayman Islands, together with several other non-European Union jurisdictions, have introduced legislation aimed at addressing concerns

raised by the Organization for Economic Co-operation and Development’s (OECD) Base Erosion and Profit Shifting (BEPS) initiative

as to offshore structures engaged in certain activities which attract profits without real economic activity.

The International Tax Co-operation

(Economic Substance) Act, (As Revised) (the “Economic Substance Act”) contains economic substance requirements for in-scope

Cayman Islands entities which are engaged in certain “relevant activities”.

As we are a Cayman Islands company, our compliance

obligations will include filing an annual notification, which needs to state whether we are carrying out any relevant activities and

if so, whether we have satisfied economic substance tests to the extent required under the Economic Substance Act.

If the Cayman Islands

Tax Information Authority determines that the Company or any of its Cayman Islands subsidiaries has failed to meet the requirements imposed

by the Economic Substance Act, the Company may face significant financial penalties, restrictions on the regulation of its business activities

and/or may be struck off as a registered entity in the Cayman Islands.

it is still a relatively new regime, it is anticipated that the Economic Substance Act and associated guidance will evolve and may be

subject to further clarification and amendments.

We may need to allocate additional resources to keep updated with these developments,

and may have to make changes to our operations in order to comply with all requirements under the Economic Substance Act.

satisfy these requirements may subject us to penalties under the Economic Substance Act.

Associated with Acquiring and Operating a Business Outside of the United States

we effect our initial business combination with a company located outside of the United States, we would be subject to a variety of additional

risks that may negatively impact our operations.

we effect our initial business combination with a company located outside of the United States (excluding any business combination with

an entity or business based in the People’s Republic of China, including Hong Kong and Macau), or that has its principal or a majority

of its business operations in such jurisdictions we would be subject to any special considerations or risks associated with companies

operating in the target business’ home jurisdiction, including any of the following:

and regulations or currency redemption or corporate withholding taxes on individuals;

governing the manner in which future business combinations may be effected;

and trade barriers;

related to customs and import/export matters;

payment cycles;

issues, such as tax law changes and variations in tax laws as compared to the United States;

fluctuations and exchange controls;

of inflation;

in collecting accounts receivable;

and language differences;

strikes, riots, civil disturbances, terrorist attacks and wars;

deterioration

of political relations with the United States which could result in any number of difficulties, both normal course such as above

or extraordinary such as sanctions being imposed.

We may not be able to adequately address these additional risks.

If we were unable to do so, our operations might suffer.

If our management following our initial

business combination is unfamiliar with United States securities laws, they may have to expend time and resources becoming familiar with

such laws, which could lead to various regulatory issues.

Following our initial business

combination, any or all of our management could resign from their positions as officers of the Company, and the management of the target

business at the time of the business combination will remain in place.

Management of the target business may not be familiar with United

States securities laws.

If new management is unfamiliar with United States securities laws, they may have to expend time and resources

becoming familiar with such laws.

This could be expensive and time-consuming and could lead to various regulatory issues which may adversely

affect our operations.

If we effect a business combination with

a company located outside of the United States, the laws applicable to such company will likely govern all of our material agreements

and we may not be able to enforce our legal rights.

If we effect a business combination

with a company located outside of the United States, the laws of the country in which such company operates will govern almost all of

the material agreements relating to its operations.

We cannot assure you that the target business will be able to enforce any of its material

agreements or that remedies will be available in this new jurisdiction.

The system of laws and the enforcement of existing laws in such

jurisdiction may not be as certain in implementation and interpretation as in the United States.

The inability to enforce or obtain a

remedy under any of our future agreements could result in a significant loss of business, business opportunities or capital.

Additionally,

if we acquire a company located outside of the United States, it is likely that substantially all of our assets would be located outside

of the United States and some of our officers and directors might reside outside of the United States.

As a result, it may not be possible

for investors in the United States to enforce their legal rights, to effect service of process upon our directors or officers or to enforce

judgments of United States courts predicated upon civil liabilities and criminal penalties of our directors and officers under Federal

securities laws.

Because of the costs and difficulties inherent

in managing cross-border business operations after we acquire it, our results of operations may be negatively impacted following a business

Managing a business, operations,

personnel or assets in another country is challenging and costly.

Management of the target business that we may hire (whether based abroad

or in the U.S.) may be inexperienced in cross-border business practices and unaware of significant differences in accounting rules, legal

regimes and labor practices.

Even with a seasoned and experienced management team, the costs and difficulties inherent in managing cross-border

business operations, personnel and assets can be significant (and much higher than in a purely domestic business) and may negatively impact

our financial and operational performance.

Many countries, and especially those in

emerging markets, have difficult and unpredictable legal systems and underdeveloped laws and regulations that are unclear and subject

to corruption and inexperience, which may adversely impact our results of operations and financial condition.

Our ability to seek and enforce

legal protections, including with respect to intellectual property and other property rights, or to defend ourselves with regard to legal

actions taken against us in a given country, may be difficult or impossible, which could adversely impact our operations, assets or financial

Rules and regulations in

many countries, including some of the emerging markets within the regions we will initially focus, are often ambiguous or open to differing

interpretation by responsible individuals and agencies at the municipal, state, regional and federal levels.

The attitudes and actions

of such individuals and agencies are often difficult to predict and inconsistent.

Delay with respect to the

enforcement of particular rules and regulations, including those relating to customs, tax, environmental and labor, could cause serious

disruption to operations abroad and negatively impact our results.

After our initial business combination,

substantially all of our assets may be located in a foreign country and substantially all of our revenue may be derived from our operations

in such country.

Accordingly, our results of operations and prospects will be subject, to a significant extent, to the economic, political

and legal policies, developments and conditions in the country in which we operate.

The economic, political and

social conditions, as well as government policies, of the country in which our operations are located could affect our business.

The economies

in developing markets we will initially focus on differ from the economies of most developed countries in many respects.

Such economic

growth has been uneven, both geographically and among various sectors of the economy and such growth may not be sustained in the future.

If in the future such country’s economy experiences a downturn or grows at a slower rate than expected, there may be less demand

for spending in certain industries.

A decrease in demand for spending in certain industries could materially and adversely affect our

ability to find an attractive target business with which to consummate our initial business combination and if we effect our initial business

combination, the ability of that target business to become profitable.

Exchange rate fluctuations and currency

policies may cause a target business’ ability to succeed in the international markets to be diminished.

In the event we acquire a

target, all revenues and income would likely be received in a foreign currency, the dollar equivalent of our net assets and distributions,

if any, could be adversely affected by reductions in the value of the local currency.

The value of the currencies in our target regions

fluctuate and are affected by, among other things, changes in political and economic conditions.

Any change in the relative value of such

currency against our reporting currency may affect the attractiveness of any target business or, following consummation of our initial

business combination, our financial condition and results of operations.

Additionally, if a currency appreciates in value against the

dollar prior to the consummation of our initial business combination, the cost of a target business as measured in dollars will increase,

which may make it less likely that we are able to consummate such transaction.

Because our business objective

includes the possibility of acquiring one or more operating businesses with primary operations in emerging markets we will focus on, changes

in the exchange rate between the U.S.

dollar and the currency of any relevant jurisdiction may affect our ability to achieve such objective.

If we were unable

to do so, our operations might suffer.

our management following our initial business combination is unfamiliar with United States securities laws, they may have to expend time

and resources becoming familiar with such laws, which could lead to various regulatory issues.

our initial business combination, any or all of our management could resign from their positions as officers of the Company, and the

management of the target business at the time of the business combination will remain in place.

Management of the target business may

not be familiar with United States securities laws.

If new management is unfamiliar with United States securities laws, they may have

to expend time and resources becoming familiar with such laws.

This could be expensive and time-consuming and could lead to various regulatory

issues which may adversely affect our operations.

we effect a business combination with a company located outside of the United States, the laws applicable to such company will likely

govern all of our material agreements and we may not be able to enforce our legal rights.

we effect a business combination with a company located outside of the United States, the laws of the country in which such company operates

will govern almost all of the material agreements relating to its operations.

We cannot assure you that the target business will be able

to enforce any of its material agreements or that remedies will be available in this new jurisdiction.

The system of laws and the enforcement

of existing laws in such jurisdiction may not be as certain in implementation and interpretation as in the United States.

The inability

to enforce or obtain a remedy under any of our future agreements could result in a significant loss of business, business opportunities

Additionally, if we acquire a company located outside of the United States, it is likely that substantially all of our assets

would be located outside of the United States and some of our officers and directors might reside outside of the United States.

result, it may not be possible for investors in the United States to enforce their legal rights, to effect service of process upon our

directors or officers or to enforce judgments of United States courts predicated upon civil liabilities and criminal penalties of our

directors and officers under Federal securities laws.

of the costs and difficulties inherent in managing cross-border business operations after we acquire it, our results of operations may

be negatively impacted following a business combination.

a business, operations, personnel or assets in another country is challenging and costly.

Management of the target business that we may

hire (whether based abroad or in the U.S.) may be inexperienced in cross-border business practices and unaware of significant differences

in accounting rules, legal regimes and labor practices.

Even with a seasoned and experienced management team, the costs and difficulties

inherent in managing cross-border business operations, personnel and assets can be significant (and much higher than in a purely domestic

business) and may negatively impact our financial and operational performance.

countries, and especially those in emerging markets, have difficult and unpredictable legal systems and underdeveloped laws and regulations

that are unclear and subject to corruption and inexperience, which may adversely impact our results of operations and financial condition.

ability to seek and enforce legal protections, including with respect to intellectual property and other property rights, or to defend

ourselves with regard to legal actions taken against us in a given country, may be difficult or impossible, which could adversely impact

our operations, assets or financial condition.

Rules and regulations in many countries, including some of the emerging markets within

the regions we will initially focus, are often ambiguous or open to differing interpretation by responsible individuals and agencies

at the municipal, state, regional and federal levels.

The attitudes and actions of such individuals and agencies are often difficult

to predict and inconsistent.

Delay with respect to the enforcement of particular rules and regulations, including those relating

to customs, tax, environmental and labor, could cause serious disruption to operations abroad and negatively impact our results.

our initial business combination, substantially all of our assets may be located in a foreign country and substantially all of our revenue

may be derived from our operations in such country.

Accordingly, our results of operations and prospects will be subject, to a significant

extent, to the economic, political and legal policies, developments and conditions in the country in which we operate.

economic, political and social conditions, as well as government policies, of the country in which our operations are located could affect

our business.

The economies in developing markets we will initially focus on differ from the economies of most developed countries in

many respects.

Such economic growth has been uneven, both geographically and among various sectors of the economy and such growth may

not be sustained in the future.

If in the future such country’s economy experiences a downturn or grows at a slower rate than expected,

there may be less demand for spending in certain industries.

A decrease in demand for spending in certain industries could materially

and adversely affect our ability to find an attractive target business with which to consummate our initial business combination and

if we effect our initial business combination, the ability of that target business to become profitable.

rate fluctuations and currency policies may cause a target business’ ability to succeed in the international markets to be diminished.

the event we acquire a non-U.S.

target, all revenues and income would likely be received in a foreign currency, the dollar equivalent

of our net assets and distributions, if any, could be adversely affected by reductions in the value of the local currency.

of the currencies in our target regions fluctuate and are affected by, among other things, changes in political and economic conditions.

Any change in the relative value of such currency against our reporting currency may affect the attractiveness of any target business

or, following consummation of our initial business combination, our financial condition and results of operations.

Additionally, if a

currency appreciates in value against the dollar prior to the consummation of our initial business combination, the cost of a target

business as measured in dollars will increase, which may make it less likely that we are able to consummate such transaction.

our business objective includes the possibility of acquiring one or more operating businesses with primary operations in emerging markets

we will focus on, changes in the exchange rate between the U.S.

dollar and the currency of any relevant jurisdiction may affect our ability

to achieve such objective.

For instance, the exchange rates between the Turkish lira or the Indian rupee and the U.S.

dollar has changed substantially in the last

two decades and may fluctuate substantially in the future.

dollar declines in value against the relevant currency, any business

combination will be more expensive and therefore more difficult to complete.

Furthermore, we may incur costs in connection with conversions

dollars and the relevant currency, which may make it more difficult to consummate a business combination.

If relations between the United States and

foreign governments deteriorate, it could cause potential target businesses or their goods and services to become less attractive.

The relationship between

the United States and foreign governments could be subject to sudden fluctuation and periodic tension.

For instance, the United States

may announce its intention to impose tariffs or quotas on certain imports.

Such decisions may adversely affect political relations between

the two countries and result in retaliatory countermeasures by the foreign government in industries that may affect our ultimate target

dollar has changed

substantially in the last two decades and may fluctuate substantially in the future.

dollar declines in value against the

relevant currency, any business combination will be more expensive and therefore more difficult to complete.

Furthermore, we may incur

costs in connection with conversions between U.S.

dollars and the relevant currency, which may make it more difficult to consummate a

business combination.

relations between the United States and foreign governments deteriorate, it could cause potential target businesses or their goods and

services to become less attractive.

relationship between the United States and foreign governments could be subject to sudden fluctuation and periodic tension.

For instance,

the United States may announce its intention to impose tariffs or quotas on certain imports.

Such decisions may adversely affect political

relations between the two countries and result in retaliatory countermeasures by the foreign government in industries that may affect

our ultimate target business.

Changes in political conditions in foreign countries and changes in the state of U.S.

relations with such countries are difficult

to predict and could adversely affect our operations or cause potential target businesses or their goods and services to become less attractive.

Because we are not limited to any specific industry, there is no basis for investors to evaluate the possible extent of any impact on

our ultimate operations if relations are strained between the United States and a foreign country in which we acquire a target business

or move our principal manufacturing or service operations.

Because foreign law could govern almost

all of our material agreements, we may not be able to enforce our rights within such jurisdiction or elsewhere, which could result in

a significant loss of business, business opportunities or capital.

Foreign law could govern

almost all of our material agreements.

The target business may not be able to enforce any of its material agreements or that remedies

will be available outside of such a foreign jurisdiction’s legal system.

The system of laws and the enforcement of existing laws and

contracts in such jurisdiction may not be as certain in implementation and interpretation as in the United States.

Judiciaries in such

jurisdiction may also be relatively inexperienced in enforcing corporate and commercial law, leading to a higher than usual degree of

uncertainty as to the outcome of any litigation.

As a result, the inability to enforce or obtain a remedy under any of our future agreements

could result in a significant loss of business and business opportunities.

Many of the economies in Asia are experiencing

substantial inflationary pressures which may prompt the governments to take action to control the growth of the economy and inflation

that could lead to a significant decrease in our profitability following our initial business combination.

There is no restriction in

the geographic location of targets that we can pursue, although we intend to initially focus on target businesses in Asia.

that our target business is in Asia, while many of the economies in Asia have experienced rapid growth over the last two decades, they

currently are experiencing inflationary pressures.

As governments take steps to address the current inflationary pressures, there may

be significant changes in the availability of bank credits, interest rates, limitations on loans, restrictions on currency conversions

and foreign investment.

relations with such

countries are difficult to predict and could adversely affect our operations or cause potential target businesses or their goods and

services to become less attractive.

Because we are not limited to any specific industry, there is no basis for investors to evaluate

the possible extent of any impact on our ultimate operations if relations are strained between the United States and a foreign country

in which we acquire a target business or move our principal manufacturing or service operations.

foreign law could govern almost all of our material agreements, we may not be able to enforce our rights within such jurisdiction or

elsewhere, which could result in a significant loss of business, business opportunities or capital.

law could govern almost all of our material agreements.

The target business may not be able to enforce any of its material agreements

or that remedies will be available outside of such a foreign jurisdiction’s legal system.

The system of laws and the enforcement

of existing laws and contracts in such jurisdiction may not be as certain in implementation and interpretation as in the United States.

Judiciaries in such jurisdiction may also be relatively inexperienced in enforcing corporate and commercial law, leading to a higher

than usual degree of uncertainty as to the outcome of any litigation.

As a result, the inability to enforce or obtain a remedy under

any of our future agreements could result in a significant loss of business and business opportunities.

of the economies in Asia are experiencing substantial inflationary pressures which may prompt the governments to take action to control

the growth of the economy and inflation that could lead to a significant decrease in our profitability following our initial business

is no restriction in the geographic location of targets that we can pursue, although we intend to initially focus on target businesses

In the event that our target business is in Asia, while many of the economies in Asia have experienced rapid growth over the

last two decades, they currently are experiencing inflationary pressures.

As governments take steps to address the current inflationary

pressures, there may be significant changes in the availability of bank credits, interest rates, limitations on loans, restrictions on

currency conversions and foreign investment.

There also may be imposition of price controls.

If prices for the products of our ultimate target business rise

at a rate that is insufficient to compensate for the rise in the costs of supplies, it may have an adverse effect on our profitability.

If these or other similar restrictions are imposed by a government to influence the economy, it may lead to a slowing of economic growth.

Because we are not limited to any specific industry, the ultimate industry that we operate in may be affected more severely by such a

slowing of economic growth.

Many industries in Asia are subject to government

regulations that limit or prohibit foreign investments in such industries, which may limit the potential number of acquisition candidates.

Governments in many Asian

countries have imposed regulations that limit foreign investors’ equity ownership or prohibit foreign investments altogether in

companies that operate in certain industries.

As a result, the number of potential acquisition candidates available to us may be limited

or our ability to grow and sustain the business, which we ultimately acquire will be limited.

If a country enacts regulations in industry

segments that forbid or restrict foreign investment, our ability to consummate our initial business combination could be severely impaired.

Many of the rules and regulations

that companies face concerning foreign ownership are not explicitly communicated.

If new laws or regulations forbid or limit foreign investment

in industries in which we want to complete our initial business combination, they could severely impair our candidate pool of potential

target businesses.

Additionally, if the relevant central and local authorities find us or the target business with which we ultimately

complete our initial business combination to be in violation of any existing or future laws or regulations, they would have broad discretion

in dealing with such a violation, including, without limitation:

levying fines;

revoking our business and other licenses;

requiring that we restructure our ownership or operations;

requiring that we discontinue any portion or all of our business.

Any of the above could have

an adverse effect on our company post-business combination and could materially reduce the value of your investment.

Corporate governance standards in foreign

countries may not be as strict or developed as in the United States and such weakness may hide issues and operational practices that are

detrimental to a target business.

General corporate governance

standards in some countries are weak in that they do not prevent business practices that cause unfavorable related party transactions,

over-leveraging, improper accounting, family company interconnectivity and poor management.

Local laws often do not go far to prevent

improper business practices.

Therefore, shareholders may not be treated impartially and equally as a result of poor management practices,

asset shifting, conglomerate structures that result in preferential treatment to some parts of the overall company, and cronyism.

lack of transparency and ambiguity in the regulatory process also may result in inadequate credit evaluation and weakness that may precipitate

or encourage financial crisis.

In our evaluation of a business combination we will have to evaluate the corporate governance of a target

and the business environment, and in accordance with United States laws for reporting companies take steps to implement practices that

will cause compliance with all applicable rules and accounting practices.

Notwithstanding these intended efforts, there may be endemic

practices and local laws that could add risk to an investment we ultimately make and that result in an adverse effect on our operations

and financial results.

Companies in foreign countries

may be subject to accounting, auditing, regulatory and financial standards and requirements that differ, in some cases significantly,

from those applicable to public companies in the United States, which may make it more difficult or complex to consummate a business combination.

In particular, the assets and profits appearing on the financial statements of a foreign company may not reflect its financial position

or results of operations in the way they would be reflected had such financial statements been prepared in accordance with U.S.

there may be substantially less publicly available information about companies in certain jurisdictions than there are about comparable

United States companies.

Moreover, foreign companies may not be subject to the same degree of regulation as are United States companies

with respect to such matters as insider trading rules, tender offer regulation, shareholder proxy requirements and the timely disclosure

of information.

Legal principles relating

to corporate affairs and the validity of corporate procedures, directors’ fiduciary duties and liabilities and shareholders’

rights for foreign corporations may differ from those that may apply in the U.S., which may make the consummation of a business combination

with a foreign company more difficult.

If prices for the products of our ultimate

target business rise at a rate that is insufficient to compensate for the rise in the costs of supplies, it may have an adverse effect

on our profitability.

If these or other similar restrictions are imposed by a government to influence the economy, it may lead to a slowing

of economic growth.

Because we are not limited to any specific industry, the ultimate industry that we operate in may be affected more

severely by such a slowing of economic growth.

industries in Asia are subject to government regulations that limit or prohibit foreign investments in such industries, which may limit

the potential number of acquisition candidates.

in many Asian countries have imposed regulations that limit foreign investors’ equity ownership or prohibit foreign investments

altogether in companies that operate in certain industries.

As a result, the number of potential acquisition candidates available to

us may be limited or our ability to grow and sustain the business, which we ultimately acquire will be limited.

a country enacts regulations in industry segments that forbid or restrict foreign investment, our ability to consummate our initial business

combination could be severely impaired.

of the rules and regulations that companies face concerning foreign ownership are not explicitly communicated.

If new laws or regulations

forbid or limit foreign investment in industries in which we want to complete our initial business combination, they could severely impair

our candidate pool of potential target businesses.

Additionally, if the relevant central and local authorities find us or the target

business with which we ultimately complete our initial business combination to be in violation of any existing or future laws or regulations,

they would have broad discretion in dealing with such a violation, including, without limitation:

our business and other licenses;

that we restructure our ownership or operations;

that we discontinue any portion or all of our business.

of the above could have an adverse effect on our company post-business combination and could materially reduce the value of your investment.

governance standards in foreign countries may not be as strict or developed as in the United States and such weakness may hide issues

and operational practices that are detrimental to a target business.

corporate governance standards in some countries are weak in that they do not prevent business practices that cause unfavorable related

party transactions, over-leveraging, improper accounting, family company interconnectivity and poor management.

Local laws often do not

go far to prevent improper business practices.

Therefore, shareholders may not be treated impartially and equally as a result of poor

management practices, asset shifting, conglomerate structures that result in preferential treatment to some parts of the overall company,

and cronyism.

The lack of transparency and ambiguity in the regulatory process also may result in inadequate credit evaluation and weakness

that may precipitate or encourage financial crisis.

In our evaluation of a business combination we will have to evaluate the corporate

governance of a target and the business environment, and in accordance with United States laws for reporting companies take steps to

implement practices that will cause compliance with all applicable rules and accounting practices.

Notwithstanding these intended efforts,

there may be endemic practices and local laws that could add risk to an investment we ultimately make and that result in an adverse effect

on our operations and financial results.

in foreign countries may be subject to accounting, auditing, regulatory and financial standards and requirements that differ, in some

cases significantly, from those applicable to public companies in the United States, which may make it more difficult or complex to consummate

a business combination.

In particular, the assets and profits appearing on the financial statements of a foreign company may not reflect

its financial position or results of operations in the way they would be reflected had such financial statements been prepared in accordance

GAAP and there may be substantially less publicly available information about companies in certain jurisdictions than there

are about comparable United States companies.

Moreover, foreign companies may not be subject to the same degree of regulation as are

United States companies with respect to such matters as insider trading rules, tender offer regulation, shareholder proxy requirements

and the timely disclosure of information.

principles relating to corporate affairs and the validity of corporate procedures, directors’ fiduciary duties and liabilities

and shareholders’ rights for foreign corporations may differ from those that may apply in the U.S., which may make the consummation

of a business combination with a foreign company more difficult.

We therefore may have more difficulty in achieving our business objective.

Because a foreign judiciary may determine

the scope and enforcement of almost all of our target business’ material agreements under the law of such foreign jurisdiction,

we may be unable to enforce our rights inside and outside of such jurisdiction.

The law of a foreign jurisdiction

may govern almost all of our target business’ material agreements, some of which may be with governmental agencies in such jurisdiction.

We cannot assure you that the target business or businesses will be able to enforce any of their material agreements or that remedies

will be available outside of such jurisdiction.

The inability to enforce or obtain a remedy under any of our future agreements may have

a material adverse impact on our future operations.

A slowdown in economic growth in the markets

that our business target operates in may adversely affect our business, financial condition, results of operations, the value of its equity

shares and the trading price of our shares following our business combination.

Following the business combination,

our results of operations and financial condition may depend on, and may be adversely affected by, conditions in financial markets in

the global economy, and, particularly in the markets where the business operates.

The specific economy could be adversely affected by

various factors such as political or regulatory action, including adverse changes in liberalization policies, business corruption, social

disturbances, terrorist attacks and other acts of violence or war, natural calamities, interest rates, inflation, commodity and energy

prices and various other factors which may adversely affect our business, financial condition, results of operations, value of our equity

shares and the trading price of our shares following the business combination.

Recent increases in inflation in the United States

and elsewhere could make it more difficult for us to complete our initial business combination.

Recent increases in inflation

in the United States and elsewhere may lead to increased price volatility for publicly traded securities, including ours, or other

national, regional or international economic disruptions, any of which could make it more difficult for us to complete our initial business

Regional hostilities, terrorist attacks,

communal disturbances, civil unrest and other acts of violence or war may result in a loss of investor confidence and a decline in the

value of our equity shares and trading price of our shares following our business combination.

Terrorist attacks, civil

unrest and other acts of violence or war may negatively affect the markets in which we may operates our business following our business

combination and also adversely affect the worldwide financial markets.

In addition, the countries we will focus on, have from time to

time experienced instances of civil unrest and hostilities among or between neighboring countries.

Any such hostilities and tensions may

result in investor concern about stability in the region, which may adversely affect the value of our equity shares and the trading price

of our shares following our business combination.

Events of this nature in the future, as well as social and civil unrest, could influence

the economy in which our business target operates, and could have an adverse effect on our business, including the value of equity shares

a foreign judiciary may determine the scope and enforcement of almost all of our target business’ material agreements under the

law of such foreign jurisdiction, we may be unable to enforce our rights inside and outside of such jurisdiction.

law of a foreign jurisdiction may govern almost all of our target business’ material agreements, some of which may be with governmental

agencies in such jurisdiction.

We cannot assure you that the target business or businesses will be able to enforce any of their material

agreements or that remedies will be available outside of such jurisdiction.

The inability to enforce or obtain a remedy under any of

our future agreements may have a material adverse impact on our future operations.

slowdown in economic growth in the markets that our business target operates in may adversely affect our business, financial condition,

results of operations, the value of its equity shares and the trading price of our shares following our business combination.

the business combination, our results of operations and financial condition may depend on, and may be adversely affected by, conditions

in financial markets in the global economy, and, particularly in the markets where the business operates.

The specific economy could

be adversely affected by various factors such as political or regulatory action, including adverse changes in liberalization policies,

business corruption, social disturbances, terrorist attacks and other acts of violence or war, natural calamities, interest rates, inflation,

commodity and energy prices and various other factors which may adversely affect our business, financial condition, results of operations,

value of our equity shares and the trading price of our shares following the business combination.

increases in inflation in the United States and elsewhere could make it more difficult for us to complete our initial business

increases in inflation in the United States and elsewhere may lead to increased price volatility for publicly traded securities,

including ours, or other national, regional or international economic disruptions, any of which could make it more difficult for us to

complete our initial business combination.

hostilities, terrorist attacks, communal disturbances, civil unrest and other acts of violence or war may result in a loss of investor

confidence and a decline in the value of our equity shares and trading price of our shares following our business combination.

attacks, civil unrest and other acts of violence or war may negatively affect the markets in which we may operates our business following

our business combination and also adversely affect the worldwide financial markets.

In addition, the countries we will focus on, have

from time to time experienced instances of civil unrest and hostilities among or between neighboring countries.

Any such hostilities

and tensions may result in investor concern about stability in the region, which may adversely affect the value of our equity shares

and the trading price of our shares following our business combination.

The occurrence of natural disasters may

adversely affect our business, financial condition and results of operations following our business combination.

The occurrence of natural

disasters, including hurricanes, floods, earthquakes, tornadoes, fires and pandemic disease may adversely affect our business, financial

condition or results of operations following our business combination.

The potential impact of a natural disaster on our results of operations

and financial position is speculative, and would depend on numerous factors.

The extent and severity of these natural disasters determines

their effect on a given economy.

Although the long-term effect of diseases such as the H5N1 “avian flu,” or H1N1, the swine

flu, cannot currently be predicted, previous occurrences of avian flu and swine flu had an adverse effect on the economies of those countries

in which they were most prevalent.

An outbreak of a communicable disease in our market could adversely affect our business, financial

condition and results of operations following our business combination.

We cannot assure you that natural disasters will not occur in

the future or that its business, financial condition and results of operations will not be adversely affected.

If any dividend is declared in the future

and paid in a foreign currency, you may be disproportionately taxed on what you actually receive.

If you are a U.S.

of our Ordinary Shares, you will be taxed on the U.S.

dollar value of your dividends, if any, at the time you receive them, even if you

actually receive a smaller amount of U.S.

Events of this nature in the future, as well as social and civil

unrest, could influence the economy in which our business target operates, and could have an adverse effect on our business, including

the value of equity shares and the trading price of our shares following our business combination.

occurrence of natural disasters may adversely affect our business, financial condition and results of operations following our business

occurrence of natural disasters, including hurricanes, floods, earthquakes, tornadoes, fires and pandemic disease may adversely affect

our business, financial condition or results of operations following our business combination.

The potential impact of a natural disaster

on our results of operations and financial position is speculative, and would depend on numerous factors.

The extent and severity of

these natural disasters determines their effect on a given economy.

Although the long-term effect of diseases such as the H5N1 “avian

flu,” or H1N1, the swine flu, cannot currently be predicted, previous occurrences of avian flu and swine flu had an adverse effect

on the economies of those countries in which they were most prevalent.

An outbreak of a communicable disease in our market could adversely

affect our business, financial condition and results of operations following our business combination.

We cannot assure you that natural

disasters will not occur in the future or that its business, financial condition and results of operations will not be adversely affected.

any dividend is declared in the future and paid in a foreign currency, you may be disproportionately taxed on what you actually receive.

you are a U.S.

holder of our Ordinary Shares, you will be taxed on the U.S.

dollar value of your dividends, if any, at the time you receive

them, even if you actually receive a smaller amount of U.S.

dollars when the payment is in fact converted into U.S.

Specifically, if a dividend

is declared and paid in a foreign currency, the amount of the dividend distribution that you must include in your income as a U.S.

will be the U.S.

dollar value of the payments made in the foreign currency, determined at the spot rate of the foreign currency to the

dollar on the date the dividend distribution is includible in your income, regardless of whether the payment is in fact converted

Thus, if the value of the foreign currency decreases before you actually convert the currency into U.S.

will be taxed on a larger amount in U.S.

Specifically,

if a dividend is declared and paid in a foreign currency, the amount of the dividend distribution that you must include in your income

holder will be the U.S.

dollar value of the payments made in the foreign currency, determined at the spot rate of the foreign

currency to the U.S.

dollar on the date the dividend distribution is includible in your income, regardless of whether the payment is

in fact converted into U.S.

Thus, if the value of the foreign currency decreases before you actually convert the currency into

dollars, you will be taxed on a larger amount in U.S.

dollars than the U.S.

dollar amount that you will actually ultimately receive.

Any downgrade of credit ratings of the country

in which the company we acquire does business may adversely affect our ability to raise debt financing following our business combination.

No assurance can be given

that any rating organization will not downgrade the credit ratings of the sovereign long-term debt of the country in which our business

target operates, which reflect an assessment of the overall financial capacity of the government of such country to pay its obligations

and its ability to meet its financial commitments as they become due.

Any downgrade could cause interest rates and borrowing costs to

rise, which may negatively impact both the perception of credit risk associated with our future variable rate debt and our ability to

access the debt markets on favorable terms in the future.

This could have an adverse effect on our financial condition following our business

Returns on investment in foreign companies

may be decreased by withholding and other taxes.

Our investments will incur

tax risk unique to investment in developing economies.

Income that might otherwise not be subject to withholding of local income tax under

normal international conventions may be subject to withholding of income tax in a developing economy.

Additionally, proof of payment of

withholding taxes may be required as part of the remittance procedure.

Any withholding taxes paid by us on income from our investments

in such country may or may not be creditable on our income tax returns.

We intend to seek to minimize any withholding tax or local tax

otherwise imposed.

However, there is no assurance that the foreign tax authorities will recognize application of such treaties to achieve

a minimization of such tax.

We may also elect to create foreign subsidiaries to effect the business combinations to attempt to limit the

potential tax consequences of a business combination.

downgrade of credit ratings of the country in which the company we acquire does business may adversely affect our ability to raise debt

financing following our business combination.

assurance can be given that any rating organization will not downgrade the credit ratings of the sovereign long-term debt of the country

in which our business target operates, which reflect an assessment of the overall financial capacity of the government of such country

to pay its obligations and its ability to meet its financial commitments as they become due.

Any downgrade could cause interest rates

and borrowing costs to rise, which may negatively impact both the perception of credit risk associated with our future variable rate

debt and our ability to access the debt markets on favorable terms in the future.

This could have an adverse effect on our financial

condition following our business combination.

on investment in foreign companies may be decreased by withholding and other taxes.

investments will incur tax risk unique to investment in developing economies.

Income that might otherwise not be subject to withholding

of local income tax under normal international conventions may be subject to withholding of income tax in a developing economy.

Additionally,

proof of payment of withholding taxes may be required as part of the remittance procedure.

Any withholding taxes paid by us on income

from our investments in such country may or may not be creditable on our income tax returns.

We intend to seek to minimize any withholding

tax or local tax otherwise imposed.

However, there is no assurance that the foreign tax authorities will recognize application of such

treaties to achieve a minimization of such tax.

We may also elect to create foreign subsidiaries to effect the business combinations

to attempt to limit the potential tax consequences of a business combination.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1A. Risk Factors